S-8

As filed with the Securities and Exchange Commission on May 3, 2011

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

RADISYS CORPORATION

(Exact name of registrant as specified in its charter)

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

5445 NE Dawson Creek Drive

Hillsboro, Oregon 97124

(Address of principal executive offices)

RadiSys Corporation Inducement Stock Plan for CCPU Employees

(Full title of the plan)

Brian J. Bronson

Chief Financial Officer

RadiSys Corporation

5445 NE Dawson Creek Drive

Hillsboro, Oregon 97124

(503) 615-1100

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

With a copy to:

Amar Budarapu

Baker & McKenzie LLP

2001 Ross Avenue, Suite 2300

Dallas, Texas 75201

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

Large accelerated filer	¨		Accelerated filer	x
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, no par value	600,000	$8.63	$5,178,000	$601.17

(1) Shares of common stock of RadiSys Corporation, no par value per share (the “Common Stock”), being registered hereby relate to the RadiSys Corporation Inducement Stock Plan for CCPU Employees. Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended, there are also being registered such additional shares of Common Stock which may be issuable pursuant to the antidilution provisions of the RadiSys Inducement Stock Plan for CCPU Employees.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 (c) and (h) promulgated under the Securities Act of 1933, as amended. The price is based upon the average of the high and low prices of RadiSys Corporation Common Stock on April 28, 2011, as reported on the NASDAQ Global Select Market.

PART I

INFORMATION REQUIRED IN THE 10(a) PROSPECTUS

The information specified by Items 1 and 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended, and the introductory note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The documents listed in (a) through (c) below that RadiSys Corporation (the “Company”) has filed with the Securities and Exchange Commission (the “SEC”) (excluding those portions of any Form 8-K that are not deemed “filed” pursuant to the General Instructions of Form 8-K) are hereby incorporated by reference into this Registration Statement. All documents subsequently filed, excluding any information furnished to, rather than filed with, the SEC by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment to the Registration Statement which indicates that all shares of common stock offered hereunder have been sold or which deregisters all shares then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents.

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

(b) The Company’s Current Report on Form 8-K filed on February 1, 2011; and

(c) The description of the Company’s common stock as contained in the section entitled “Description of Capital Stock” in the Company’s Registration Statement on Form S-3/A filed with the SEC on June 9, 2004 (Registration File No. 333-111547), including all amendments and reports filed for the purpose of updating such description.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

None.

Item 6. Indemnification of Directors and Officers.

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

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

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

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

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

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

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

Under the Oregon Business Corporation Act, an officer of the Company is entitled to mandatory indemnification to the same extent as a director of the Company in (c) above if he or she was wholly successful on the merits of a controversy described in (a) or (b) above, and an officer may seek an advance of expenses to the same extent as a director under (e) above. An officer of the Company is also entitled to apply for court-ordered indemnification under the Oregon Business Corporation Act. The Company has also entered into indemnification agreements with certain of the Company’s directors. The Company has obtained insurance for the protection of its directors and officers against any liability asserted against them in their official capacities.

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

Item 7. Exemption From Registration Claimed.

None.

Item 8. Exhibits.

Exhibit No.	Description
4.1	Second Restated Articles of Incorporation and amendments thereto. Incorporated by reference from Exhibit 4.1 to the Company’s Registration Statement on Form S-8, filed on September 1, 2006, SEC File No. 333-137060, as amended by the Articles of Amendment incorporated by reference from Exhibit 3.1 in the Company’s Current Report on Form 8-K filed on January 30, 2008.
4.2	Restated Bylaws. Incorporated by reference from Exhibit 3.1 to the Company’s Quarterly Report on From 10-Q, filed on May 8, 2007. As amended by Amendment to Restated Bylaws, incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 3, 2011.
4.3	Specimen common stock certificate. Incorporated by reference from Exhibit 4.3 to the Company’s Registration Statement on Form S-8, filed on September 1, 2006, SEC Registration No. 333-137060.
4.4*	RadiSys Corporation Inducement Stock Plan for Prospective Employees.
4.5*	Form of Notice of Option Grant for United States employees for RadiSys Corporation Inducement Stock Plan for CCPU Employees.
4.6*	Form of Notice of Option Grant for international employees for RadiSys Corporation Inducement Stock Plan for CCPU Employees.
4.7*	Form of Restricted Stock Unit Grant Agreement for United States employees for RadiSys Corporation Inducement Stock Plan for CCPU Employees.
4.8*	Form of Restricted Stock Unit Grant Agreement for international employees for RadiSys Corporation Inducement Stock Plan for CCPU Employees.
5.1*	Opinion of Stoel Rives LLP.
23.1*	Consent of KPMG LLP.
23.2*	Consent of Stoel Rives LLP. Incorporated by reference to Exhibit 5.1 to this Registration Statement.
24.1*	Power of Attorney (included in the signature page to this Registration Statement).

* Filed herewith.

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

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

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;

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

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

provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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

(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933, as amended, to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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

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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hillsboro, State of Oregon, on this 3^rd day of May, 2011.

RADISYS CORPORATION
By:	/s/ Scott C. Grout
	Scott C. Grout, President and Chief Executive Officer

POWER OF ATTORNEY

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

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

Name	Title	Date
/s/ Scott C. Grout      Scott C. Grout	President, Chief Executive Officer and Director (Principal executive officer)	May 3, 2011
/s/ Brian J. Bronson      Brian J. Bronson	Chief Financial Officer (Principal financial and accounting officer)	May 3, 2011
/s/ C. Scott Gibson      C. Scott Gibson	Chairman of the Board and Director	April 26, 2011
/s/ Richard J. Faubert      Richard J. Faubert	Director	May 2, 2011
/s/ Dr. William W. Lattin      Dr. William W. Lattin	Director	April 27, 2011
/s/ Kevin C. Melia      Kevin C. Melia	Director	April 26, 2011
/s/ Carl Neun      Carl Neun	Director	April 26, 2011
/s/ David Nierenberg      David Nierenberg	Director	April 26, 2011
/s/ Niel Ransom      Niel Ransom	Director	April 29, 2011
/s/ Lorene K. Steffes      Lorene K. Steffes	Director	April 26, 2011

EXHIBIT INDEX

Exhibit No.	Description
4.1	Second Restated Articles of Incorporation and amendments thereto. Incorporated by reference from Exhibit 4.1 to the Company’s Registration Statement on Form S-8, filed on September 1, 2006, SEC File No. 333-137060, as amended by the Articles of Amendment incorporated by reference from Exhibit 3.1 in the Company’s Current Report on Form 8-K filed on January 30, 2008.
4.2	Restated Bylaws. Incorporated by reference from Exhibit 3.1 to the Company’s Quarterly Report on From 10-Q, filed on May 8, 2007. As amended by Amendment to Restated Bylaws, incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 3, 2011.
4.3	Specimen common stock certificate. Incorporated by reference from Exhibit 4.3 to the Company’s Registration Statement on Form S-8, filed on September 1, 2006, SEC Registration No. 333-137060.
4.4*	RadiSys Corporation Inducement Stock Plan for CCPU Employees.
4.5*	Form of Notice of Option Grant for United States employees for RadiSys Corporation Inducement Stock Plan for CCPU Employees.
4.6*	Form of Notice of Option Grant for international employees for RadiSys Corporation Inducement Stock Plan for CCPU Employees.
4.7*	Form of Restricted Stock Unit Grant Agreement for United States employees for RadiSys Corporation Inducement Stock Plan for CCPU Employees.
4.8*	Form of Restricted Stock Unit Grant Agreement for international employees for RadiSys Corporation Inducement Stock Plan for CCPU Employees.
5.1*	Opinion of Stoel Rives LLP.
23.1*	Consent of KPMG LLP.
23.2*	Consent of Stoel Rives LLP. Incorporated by reference to Exhibit 5.1 to this Registration Statement.
24.1*	Power of Attorney (included in the signature page to this Registration Statement).

* Filed herewith.

EX-4.4

Exhibit 4.4

RadiSys Corporation

Inducement Stock Plan for

CCPU Employees

1. Purposes of the Plan. The purpose of this RadiSys Corporation Inducement Stock Plan for CCPU Employees (the “Plan”) is to provide stock option and restricted stock awards to persons employed by Continuous Computing Corporation in connection with its proposed merger with RadiSys Corporation (the “Company”) as an inducement material to the individual’s entering into employment with the Company or its current or future subsidiaries upon consummation of the proposed merger and to promote the success of the business of the Company and its subsidiaries. The Plan is intended to comply with NASDAQ Stock Market (“Nasdaq”) Listing Rule 5635(c)(4) which provides an exception to the Nasdaq shareholder approval requirement for the issuance of securities with regard to grants to prospective employees of the Company, including without limitation grants to prospective employees in connection with a merger or other acquisition.

2. Definitions. As used herein, the following definitions shall apply:

(a) “Administrator” means the Committee.

(b) “Applicable Laws” means the requirements relating to the administration of equity compensation plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws of any other country or jurisdiction where Awards are granted under the Plan.

(c) “Award” means, individually or collectively, a grant under the Plan of Options or Restricted Stock.

(d) “Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.

(e) “Awarded Stock” means the Common Stock subject to an Award.

(f) “Board” means the Board of Directors of the Company.

(g) “CCPU” means Continuous Computing Corporation.

(h) “Code” means the Internal Revenue of 1986, as amended.

(i) “Committee” means the Compensation and Development Committee duly appointed by the Board to administer the Plan and having such powers as shall be specified by the Board. Such Compensation and Development Committee shall consist of two or more directors, all of whom are “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act and “independent directors” within the meaning of Nasdaq Rule 5605(a)(2).

(j) “Common Stock” means the common stock of the Company.

(k) “Company” means RadiSys Corporation.

(l) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code.

(m) “Dividend Equivalent” means a credit, made at the discretion of the Administrator, to the account of a Participant in an amount equal to the cash dividends paid on one Share for each Share represented by an Award (other than an Option) held by such Participant.

(n) “Effective Date” means the date upon which the Plan is adopted by the Board.

(o) “Employee” means any person employed by the Company or its Subsidiaries. An individual shall not have ceased to have been an Employee in the case of (i) any leave of absence approved by the Company or any of its Subsidiaries or (ii) transfers between locations of the Company or between the Company, any Subsidiary of the Company or any successor. Neither service as a member of the board of directors of any Subsidiary of the Company nor as a consultant to any Subsidiary of the Company shall constitute employment for purposes of the Plan.

(p) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

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

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq Global Select Market, the Fair Market Value of a Share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such system or exchange (or the exchange with the greatest volume of trading in Common Stock) on the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

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

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(iii) In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Administrator.

(r) “Merger” means the merger of CCPU with and into a wholly-owned Subsidiary of the Company pursuant to the terms and conditions of the Agreement and Plan of Merger among CCPU, the Company and such Subsidiary.

(s) “Notice of Grant” means a written or electronic notice evidencing certain terms and conditions of an individual Award. The Notice of Grant is part of the Option Agreement.

(t) “Option” means a non-statutory stock option granted pursuant to the Plan. Options granted under the Plan are not intended to qualify as incentive stock options under Section 422 of the Code.

(u) “Option Agreement” means a written or electronic agreement between the Company and a Participant evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan.

(v) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(w) “Participant” means the holder of an outstanding Award granted under the Plan.

(x) “Plan” means this RadiSys Corporation Inducement Stock Plan for CCPU Employees.

(y) “Restricted Stock” means Shares granted pursuant to Section 9 of the Plan.

(z) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.

(aa) “Share” means a share of the Common Stock, as adjusted in accordance with Section 12 of the Plan.

(bb) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

3. Stock Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares which may be issued under the Plan is 600,000 Shares. Any Shares subject to Options shall be counted against the numerical limits of this Section 3 as one share for every share subject thereto. Any Shares or units subject to Restricted Stock with a per share or per unit purchase price lower than 100% of Fair Market Value on the date of grant shall be counted against the numerical limits of this Section 3 as two Shares for every one Share subject thereto.

The Shares may be authorized, but unissued, or reacquired Common Stock.

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If an Award expires, is forfeited or becomes unexercisable without having been exercised in full, or, with respect to Restricted Stock, is repurchased by the Company, the unpurchased Shares (or for Awards other than Options, the forfeited or repurchased Shares) which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan under any Award shall not be returned to the Plan and shall not become available for future distribution under the Plan. Shares used to pay the exercise price of an Option and Shares used to satisfy tax withholding obligations shall not become available for future grant or sale under the Plan.

4. Administration of the Plan.

(a) Powers of the Administrator. Subject to the provisions of the Plan, the Administrator shall have the authority, in its discretion:

(i) to determine the Fair Market Value of the Common Stock;

(ii) to select the persons to whom Awards may be granted hereunder prior to the consummation of the Merger with the grant of such Award effective upon consummation of the Merger and subject to such person commencing employment with the Company or its Subsidiary;

(iii) to determine whether and to what extent Awards are granted hereunder;

(iv) to determine the number of Shares to be covered by each Award granted hereunder;

(v) to approve forms of agreement for use under the Plan;

(vi) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options may be exercised, any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the shares of Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

(vii) to construe and interpret the terms of the Plan and Awards;

(viii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws;

(ix) to modify or amend each Award (subject to Section 8(c) and Section 14(b) of the Plan), including the discretionary authority to extend the post-termination exercisability period of Options longer than is otherwise provided for in the Plan;

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(x) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;

(xi) to allow Participants to satisfy all or part of their withholding tax obligations by electing to have the Company or its Subsidiary, as the case may be, withhold from the Shares or cash to be issued upon exercise of an Award that number of Shares or cash having a Fair Market Value equal to the minimum amount required to be withheld (but no more). The Fair Market Value of any Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares or cash withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable;

(xii) to determine the terms and restrictions applicable to Awards;

(xiii) to determine whether Awards (other than Options) will be adjusted for Dividend Equivalents;

(xiv) to impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by a Participant of any Shares issued as a result of or under an Award, including without limitation, (A) restrictions under an insider trading policy, and (B) restrictions as to the use of a specified brokerage firm for such resales or other transfers; and

(xv) to make all other determinations deemed necessary or advisable for administering the Plan.

(b) Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations shall be final and binding on all Participants and any other holders of Awards.

5. Eligibility. Awards may be granted only to persons who are employees of CCPU or one of its Subsidiaries immediately prior to the Merger and shall be granted as an inducement material to such individual’s entering into employment with the Company or its Subsidiary upon consummation of the Merger. Awards shall not become effective until consummation of the Merger and the Participant’s commencement of employment with the Company or its Subsidiary. No Award shall be granted hereunder after consummation of the Merger, and no Award shall be granted hereunder to any person who is an Employee of, or who is rendering services to, the Company or any of its Subsidiaries immediately prior to the Merger.

6. No Employment Rights. Neither the Plan nor any Award shall confer upon a Participant any right with respect to commencing or continuing the Participant’s employment with CCPU or its Subsidiaries or with the Company or its Subsidiaries or to require the consummation of the Merger, nor shall they interfere in any way with the Participant’s right, CCPU’s or its Subsidiaries’ right or the Company’s or its Subsidiaries’ right, as the case may be, to terminate such employment at any time, with or without cause or notice.

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7. Term of Plan. The Plan shall become effective on the Effective Date. The Plan shall continue in effect for a term of 10 years after the Effective Date.

8. Stock Options.

(a) Term. The term of each Option shall be stated in the Notice of Grant; provided, however, that the term shall be no longer than 7 years from the date of grant.

(b) Option Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined by the Administrator and shall be no less than 100% of the Fair Market Value per Share on the date of grant.

(c) No Repricing. Subject to Section 12, the exercise price for an Option may not be reduced. This shall include, without limitation, a repricing of the Option as well as an Option exchange program whereby the Participant agrees to cancel an existing Option in exchange for an Option.

(d) Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator shall fix the period within which the Option may be exercised and shall determine any conditions which must be satisfied before the Option may be exercised. In so doing, the Administrator may specify that an Option may not be exercised until the completion of a service period or until performance milestones are satisfied.

(e) Form of Consideration. The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method of payment. Subject to Applicable Laws, such consideration may consist entirely of:

(i) cash;

(ii) check;

(iii) other Shares which (A) in the case of Shares acquired upon exercise of an Option, have been owned by the Participant for more than six months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised;

(iv) delivery of a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale proceeds required to pay the exercise price;

(v) subject to compliance with Section 409A of the Code, a reduction in the amount of any Company liability to the Participant;

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(vi) any combination of the foregoing methods of payment; or

(vii) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; provided, however, that in no case will loans be permitted as consideration for exercising an Option hereunder.

(f) Exercise of Option; Rights as a Stockholder. Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement.

An Option may not be exercised for a fraction of a Share.

An Option shall be deemed exercised when the Company receives: (i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Participant. Until the stock certificate evidencing such Shares is issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the optioned stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 12 of the Plan.

Exercising an Option in any manner shall decrease the number of Shares thereafter available for sale under the Option, by the number of Shares as to which the Option is exercised.

(g) Termination of Employment Relationship. If a Participant’s employment with the Company and its Subsidiaries terminates, the Participant may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for three months following the Participant’s termination. If, on the date of termination, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Participant does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

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(h) Disability. If a Participant’s employment with the Company and its Subsidiaries terminates as a result of the Participant’s Disability, the Participant may exercise his or her Option for 12 months following the Participant’s termination (but in no event may the Option be exercised later than the expiration of the term of such Option as set forth in the Option Agreement). If, on the date of termination, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Participant does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(i) Death of Participant. If a Participant dies while an Employee, the Option may be exercised for 12 months following the Participant’s death (but in no event may the Option be exercised later than the expiration of the term of such Option as set forth in the Option Agreement) by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. If the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

9. Restricted Stock.

(a) Grant of Restricted Stock. Subject to the terms and conditions of the Plan, Restricted Stock may be granted to eligible persons at any time as shall be determined by the Administrator, in its sole discretion. The Administrator shall have complete discretion to determine (i) the number of Shares subject to a Restricted Stock Award granted to any Participant, and (ii) the conditions that must be satisfied, which typically will be based principally or solely on continued provision of services but may include a performance-based component, upon which is conditioned the grant, vesting or issuance of Restricted Stock. Restricted Stock may be granted in the form of restricted stock units that are not issued until the vesting conditions are satisfied. Until the Shares are issued, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the units to acquire Shares. Notwithstanding any provision of the Plan or any Award Agreement to the contrary, Awards of restricted stock units will be settled no later than two and one-half months after the end of the calendar year in which such Award vests.

(b) Other Terms. The Administrator, subject to the provisions of the Plan, shall have complete discretion to determine the terms and conditions of Restricted Stock granted under the Plan. Restricted Stock grants shall be subject to the terms, conditions, and restrictions determined by the Administrator at the time the stock or the restricted stock unit is awarded. The Administrator may require the recipient to sign a Restricted Stock Award agreement as a condition of the Award. Any certificates representing the Shares of Restricted Stock awarded shall bear such legends as shall be determined by the Administrator.

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(c) Restricted Stock Award Agreement. Each Restricted Stock grant shall be evidenced by an agreement that shall specify the purchase price (if any) and such other terms and conditions as the Administrator, in its sole discretion, shall determine; provided, however, if the Restricted Stock grant has a purchase price, such purchase price must be paid no more than 10 years following the date of grant

10. Leaves of Absence. Unless the Administrator provides otherwise or except as otherwise required by Applicable Laws, vesting of Awards granted hereunder shall continue during a medical, family or military leave of absence, whether paid or unpaid, and vesting of Awards shall be suspended during any other unpaid leave of absence.

11. Non-Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the recipient, only by the recipient. If the Administrator makes an Award transferable, such Award shall contain such additional terms and conditions as the Administrator deems appropriate; provided, however, no Option shall in any event be transferable for value.

12. Adjustments Upon Changes in Capitalization.

(a) Adjustments. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each outstanding Award, the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation, forfeiture, repurchase or expiration of an Award, as well as the price per share of Common Stock covered by each such outstanding Award shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Award.

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for a Participant to have the right to exercise his or her Option until 10 calendar days prior to such transaction as to all of the Awarded Stock covered thereby, including Shares as to which the Award would not otherwise be exercisable. In addition, the Administrator may provide that any Company repurchase option or forfeiture rights applicable to any Award shall lapse 100%, and that any Award vesting shall accelerate 100%, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.

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(c) Mergers, Reorganizations, Etc. In the event of a merger, consolidation, plan of exchange, acquisition of property or stock, separation, reorganization or liquidation to which the Company or its Subsidiary is a party following the Merger or a sale of all or substantially all of the Company’s assets following the Merger (each, a “Transaction”), the Committee shall, in its sole discretion and to the extent possible under the structure of the Transaction, select one of the following alternatives for treating outstanding Awards under the Plan:

(i) Outstanding Awards shall remain in effect in accordance with their terms.

(ii) Each outstanding Award shall be assumed or an equivalent Award shall be substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. The amount, type of securities subject thereto and, if applicable, exercise price of the assumed or substituted Awards shall be determined by the Committee, taking into account the relative values of the companies involved in the Transaction and the exchange ratio, if any, used in determining shares of the successor corporation, or Parent or Subsidiary thereof, to be issued to holders of Shares. Unless otherwise determined by the Committee, the assumed or substituted Awards shall be vested only to the extent that the vesting requirements relating to Awards granted hereunder have been satisfied.

(iii) The Committee shall provide a 30 calendar-day period prior to the consummation of the Transaction during which outstanding Options may be exercised to the extent then exercisable, and upon the expiration of such 30 calendar-day period, all unexercised Options shall immediately terminate. The Committee may, in its sole discretion, accelerate the exercisability of Options so that they are exercisable in full during such 30 calendar-day period. The Committee may also, in its sole discretion, accelerate the vesting of Restricted Stock Awards.

13. Date of Grant. The date of grant of an Award shall be the date, upon consummation of the Merger, when the Participant commences employment with the Company or its Subsidiary and with respect to an Option Award, its exercise price is set, consistent with Applicable Laws and applicable financial accounting rules. Notice of the determination shall be provided to each Participant within a reasonable time after the date of grant. Promptly following the date of grant of any Award hereunder, the Company shall disclose in a press release in compliance with Nasdaq Listing Rule 5635(c)(4) the material terms of the Awards, the number of Employees and the number of Shares involved.

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14. Amendment and Termination of the Plan.

(a) Amendment and Termination. The Board or the Committee may at any time amend, alter, suspend or terminate the Plan; provided, however, the Board or the Committee may not make any amendment that would require approval by the Company’s stockholders under Applicable Laws. With respect to any Participant who is resident outside of the United States, the Administrator may, in its sole discretion, amend or vary the terms of the Plan in order to conform such terms with the requirements of local law, to meet the goals and objectives of the Plan, and may, in its sole discretion, establish administrative rules, regulations and procedures to facilitate the operation of the Plan in such non-U.S. jurisdictions. The Administrator may, where it deems appropriate in its sole discretion, establish one or more sub-plans of the Plan for these purposes.

(b) Effect of Amendment or Termination. Except as otherwise provided in Section 19, no amendment, alteration, suspension or termination of the Plan shall impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing (or electronic format) and signed by the Participant and the Company.

15. Conditions Upon Issuance of Shares.

(a) Legal Compliance. Shares shall not be issued pursuant to an Award unless the exercise of the Award or the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance.

(b) Investment Representations. As a condition to the exercise or receipt of an Award, the Company may require the person exercising or receiving such Award to represent and warrant at the time of any such exercise or receipt that the Shares are being purchased or held only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

16. Liability of Company.

(a) Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

(b) Grants Exceeding Allocated Shares or Not in Compliance with Nasdaq Rules. If the Awarded Stock covered by an Award exceeds, as of the date of grant, the number of Shares which may be issued under the Plan or such grant was not made in compliance with Nasdaq Listing Rule 5635(c)(4), such Award shall be void with respect to such excess Awarded Stock.

17. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

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18. Governing Law. The Plan and all Award Agreements entered into under the Plan shall be construed in accordance with and governed by the laws of the State of Oregon, without regard to its conflicts of laws provisions.

19. Compliance with Section 409A of the Code. Awards granted under the Plan are intended to be exempt from Section 409A of the Code. Notwithstanding any other provision of the Plan or any Award Agreement to the contrary, to the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A of the Code, it is the intent of the parties to the applicable Award Agreement that the Plan incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code and that such Award Agreement and the terms of the Plan as applicable to such Award be interpreted and construed in compliance with Section 409A of the Code and the Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding the foregoing, the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company and the Administrator intend to administer the Plan so that it will comply with the requirements of Section 409A of the Code, neither the Company nor the Administrator represents or warrants that the Plan will comply with Section 409A of the Code or any other provision of federal, state, local, or non-United States law. Neither the Company, its Subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to any Participant (or any other individual claiming a benefit through any Participant) for any tax, interest, or penalties the Participant may owe as a result of compensation paid under the Plan, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Participant from the obligation to pay any taxes pursuant to Section 409A of the Code.

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EX-4.5

Notice of Grant Exhibit 4.5   RadiSys Corporation 5445 NE Dawson Creek Drive Hillsboro, OR 97124

Grant Number:

Plan:

ID:

Congratulations! You have been awarded an 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 Inducement Stock Plan for CCPU Employees (the “Plan”) and this Notice of Grant, as outlined below:

Date of Grant:	The date of the consummation of the Merger and the commencement of your employment with the Company or its Subsidiary
Exercise Price Per Share:
Total Number of Shares Granted:
Type of Option:	Non-qualified stock option
Expiration Date of Option:	Seventh anniversary of the Date of Grant

Detailed Vesting Schedule

Shares Vest Type Vest Date

Note: All dates in mm/dd/yyyy format

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

This Option grant is contingent upon and shall be effective as of the consummation of the Merger and the commencement of your employment with the Company or its Subsidiary. 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 employees of CCPU or one of its Subsidiaries prior to the Merger who continue in employment after the Merger, 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 participation in the Plan is voluntary. The value of the Option is an extraordinary item of compensation outside the scope of your employment contract, if any. As such, the Option 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.

The future value of the underlying Shares of the Company’s Common Stock is unknown and cannot be predicted with certainty. If the Shares underlying your Options do not increase in value, or if such Shares decrease in value, the Options will have no value.

When you exercise the Option, the Administrator may require you to pay the purchase price of Shares subject to the Option in a particular method of exercise (as set forth in Section 8(e) of the Plan), may allow you to exercise the Option only by means of a cashless exercise (either a cashless “sell all” exercise and/or a cashless “sell to cover” exercise) as it shall determine in its sole discretion, and/or may require you to sell any Shares acquired under the Plan within a specified period following your termination of employment.

You are responsible for obtaining all necessary exchange control approvals or making filings, where required, in order to remit payment for the purchase price of Shares subject to the Option to the Company. Further, you agree to repatriate all payments attributable to the Shares acquired under the Plan in accordance with local foreign exchange rules and regulations in your country of residence (and country of employment, if different). In addition, you also agree to take any and all actions, and consent to any and all actions taken by the Company and any of its Subsidiaries, as may be required to allow the Company and any of its Subsidiaries to comply with local laws, rules and regulations in your country of residence (and country of employment, if different). Finally, you agree to take any and all actions as may be required to comply with your personal legal and tax obligations under local laws, rules and regulations in your country of residence (and country of employment, if different).

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

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

Your Option may not be assigned, sold, encumbered, or in any way transferred or alienated. Repricing of this Option is not permitted, except as otherwise provided in the Plan, and the exercise price will in no circumstance be reduced to less than the Fair Market Value per Share on the date of grant.

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

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

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

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

Vesting and the duration of your Option are both subject to your continual employment with the Company or any of its Subsidiaries. Vesting will stop and your Option will automatically expire three months after termination of your employment with the Company or any of its Subsidiaries (12 months in

the event of your death or Disability), or, if earlier, upon the expiration of the term of the Option. Notwithstanding anything to the contrary in the Plan or this Notice of Grant, and for purposes of clarity, any termination of employment shall be effective as of the date your active employment ceases and shall not be extended by any statutory or common law notice of termination period. Your Option is not transferable, does not imply any right to continued employment and may be exercised only by you.

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

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

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

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

By accepting this grant, you acknowledge all of the above as well as that you have received the Plan document, this Notice of Grant and the prospectus and agree that your participation in the Plan is governed by the terms and conditions set forth in the Plan document and this Notice of Grant, and to the extent not inconsistent, the prospectus.

E*TRADE

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

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

EX-4.6

Exhibit 4.6

Notice of Grant RadiSys Corporation 5445 NE Dawson Creek Drive Hillsboro, OR 97124

Grant Number:

Plan:

ID:

Congratulations! You have been awarded an 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 Inducement Stock Plan for CCPU Employees (the “Plan”) and this Notice of Grant, as outlined below:

Date of Grant:	The date of the consummation of the Merger and the commencement of your employment with the Company or its Subsidiary
Exercise Price Per Share:
Total Number of Shares Granted:
Type of Option:	Non-qualified stock option
Expiration Date of Option:	Seventh anniversary of the Date of Grant

Detailed Vesting Schedule

Shares Vest Type Vest Date

Note: All dates in mm/dd/yyyy format

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

This Option grant is contingent upon and shall be effective as of the consummation of the Merger and the commencement of your employment with the Company or its Subsidiary. 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 employees of CCPU or one of its Subsidiaries prior to the Merger who continue in employment after the Merger, 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 not permitted, except as otherwise provided in the Plan, and 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 Notice of Grant 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 continual employment with the Company or any of its subsidiaries. Vesting will stop and your Option will automatically expire three months after termination of your employment with the Company or any of its Subsidiaries (12 months in the event of your death or Disability), or, if earlier, upon the expiration of the term of the Option. Your Option is not transferable, does not imply any right to continued employment and may be exercised only by you.

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

E*TRADE

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

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

EX-4.7

Exhibit 4.7

RadiSys Corporation

Inducement Stock Plan for CCPU Employees

Restricted Stock Unit Grant Agreement

This Restricted Stock Unit Grant Agreement (the “Agreement”), dated as of                                 , is made by and between RadiSys Corporation (the “Company”) and                                  (the “Award Recipient”).

RECITALS

WHEREAS, the Company has established and maintains the RadiSys Corporation Inducement Stock Plan for CCPU Employees (the “Plan”); and

WHEREAS, the Award Recipient is an employee of CCPU or its Subsidiary; 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. Contingent upon and effective as of the date of the consummation of the Merger and the commencement of the Award Recipient’s employment with the Company or its Subsidiary (the “Grant Date”), the Company hereby grants to the Award Recipient                                                                                   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

An Additional

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 employed by 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’s termination of employment with 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, upon the Award Recipient’s termination of employment with 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.

(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. Notwithstanding anything to the contrary in this Agreement, RSUs granted under this Agreement will be settled no later than two and one-half months after the end of the calendar year in which the RSUs vest.

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. Withholding. The Award Recipient shall be liable for any and all federal, state, provincial or local taxes, pension plan contributions, employment insurance premiums and other levies of any kind required by Applicable Laws to be deducted or withheld with respect to the

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RSUs granted pursuant to this Agreement and the issuance of Shares 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 Award Recipient. 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 Withholding Taxes or to satisfy the Company in a manner acceptable to the Company that the Withholding 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 Withholding Taxes by (a) paying cash to the Company or its Subsidiary, as the case may be, (b) having the Company or its Subsidiary, as the case may be, withhold an amount from any cash amounts otherwise due or to become due from the Company or its Subsidiary to the Award Recipient, (c) having the Company withhold a number of Shares that would otherwise be deliverable to the Award Recipient having a Fair Market Value not in excess of the minimum amount of the Withholding Taxes, or (d) any combination of the foregoing. The Award Recipient may, by written notice to the Company at least 30 days before any Vesting Date, request that the Company (i) accept a remittance of cash on such Vesting Date on account of his or her obligation to pay the Withholding Taxes, or (ii) deduct the Award Recipient’s Withholding Taxes from his or her regular salary payroll cash on a payroll date following such Vesting Date, which request the Company may in its sole discretion choose to honor. In the sole discretion of the Company, the Company may satisfy the Award Recipient’s obligation to pay Withholding Taxes by withholding Shares pursuant to and in accordance with clause (c) above.

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 Employment or Other Rights. This grant of RSUs does not confer upon the Award Recipient any right to be continued in the employment of CCPU, the Company or any of its or their Subsidiaries or interfere in any way with the right of CCPU, the Company, or any of its or their Subsidiary to terminate such Award Recipient’s employment 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 employment or continued employment with CCPU, the Company, or any of its or their Subsidiaries, and the receipt of this Award under the Plan is voluntary; and

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(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.

7. Acknowledgements 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 employment compensation package. If the Award Recipient 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 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 “terminates employment” with the Company and its Subsidiaries or words of similar import shall be a reference to the time when the Award Recipient 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 Award Recipient or has dismissed the Award Recipient with or without notice, the Award Recipient 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 him to stop reporting to work; 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.

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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.

11. 409A Savings Clause. Notwithstanding any other provision of this Agreement to the contrary, the Committee 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:
Its:
Date:

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EX-4.8

Exhibit 4.8

RadiSys Corporation

Inducement Stock Plan for CCPU Employees

Restricted Stock Unit Grant Agreement – Non-U.S. Employees

This Restricted Stock Unit Grant Agreement (the “Agreement”), dated as of                                 , is made by and between RadiSys Corporation (the “Company”) and                                 (the “Award Recipient”).

RECITALS

WHEREAS, the Company has established and maintains the RadiSys Corporation Inducement Stock Plan for CCPU Employees (the “Plan”); and

WHEREAS, the Award Recipient is an employee of CCPU or its Subsidiary (the “Employer”); 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. Contingent upon and effective as of the date of the consummation of the Merger and the commencement of the Award Recipient’s employment with the Company or its Subsidiary (the “Grant Date”), the Company hereby grants to the Award Recipient                                                                                   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

An Additional

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 employed by 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’s termination of employment with the Company and all of its Subsidiaries for any reason, 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, upon the Award Recipient’s termination of employment with 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. Notwithstanding anything to the contrary in the Plan or this Agreement, and for purposes of clarity, any termination of employment shall be effective as of the date the Award Recipient’s active employment ceases and shall not be extended by any statutory or common law notice of termination period.

(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. Notwithstanding anything to the contrary in this Agreement, RSUs granted under this Agreement will be settled no later than two and one-half months after the end of the calendar year in which the RSUs vest.

Notwithstanding anything to the contrary in the Plan or this Agreement, the Company may, in its sole discretion, settle the Award Recipient’s RSUs in the form of a cash payment to the extent settlement in Shares is prohibited under local law, or would require the Award Recipient, the Company and/or the Employer to obtain the approval of any governmental and/or regulatory body in the Award Recipient’s country of residence (and country of employment, if different). Alternatively, the Company may, in its sole discretion, settle the RSU award in the

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form of Shares but require the Award Recipient to immediately sell such Shares (in which case, this Agreement shall give the Company the authority to issue sales instructions on behalf of the Award Recipient).

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. Withholding. The Award Recipient shall be liable for any and all federal, state, provincial or local taxes, pension plan contributions, employment insurance premiums and other levies of any kind required by Applicable Laws to be deducted or withheld with respect to the RSUs granted pursuant to this Agreement and the issuance of Shares pursuant to this Agreement (collectively, the “Withholding Taxes”). The Company and the Employer shall have the right to deduct and withhold all required Withholding Taxes from any payment or other consideration deliverable to the Award Recipient. 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 Withholding Taxes or to satisfy the Company in a manner acceptable to the Company that the Withholding 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 Withholding Taxes by (a) paying cash to the Company or the Employer, as the case may be, (b) having the Company or the Employer, as the case may be, withhold an amount from any cash amounts otherwise due or to become due from the Company or the Employer to the Award Recipient, (c) having the Company withhold a number of whole Shares that would otherwise be deliverable to the Award Recipient having a Fair Market Value not in excess of the minimum amount of the Withholding Taxes, or (d) any combination of the foregoing. The Award Recipient may, by written notice to the Company at least 30 days before any Vesting Date, request that the Company (i) accept a remittance of cash on such Vesting Date on account of his or her obligation to pay the Withholding Taxes, or (ii) instruct the Employer to deduct the Award Recipient’s Withholding Taxes from his or her regular salary payroll cash on a payroll date following such Vesting Date, which request the Company may in its sole discretion choose to honor. In the sole discretion of the Company, the Company may satisfy the Award Recipient’s obligation to pay Withholding Taxes by withholding Shares pursuant to and in accordance with clause (c) above.

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.

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5. No Employment or Other Rights. This grant of RSUs does not confer upon the Award Recipient any right to be continued in the employment of CCPU, the Company, or any of its or their Subsidiaries or interfere in any way with the right of CCPU, the Company, or any of its or their Subsidiaries to terminate such Award Recipient’s employment at any time, for any reason, with or without cause (as otherwise may be permitted under local law), 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 employment or continued employment with CCPU, the Company, or any of its or their Subsidiaries, and the receipt of this Award under the Plan is voluntary;

(b) the Award Recipient 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 Award Recipient’s country of residence (and country of employment, if different);

(c) the Award Recipient will take any and all actions, and consents to any and all actions taken by the Company and any of its Subsidiaries, as may be required to allow the Company or any of its Subsidiaries to comply with Applicable Laws in the Award Recipient’s country of residence (and country of employment, if different); and

(d) the Award Recipient will comply with all Applicable Laws in the Award Recipient’s country of residence (and country of employment, if different) 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.

7. Acknowledgements 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 employment compensation package. If the Award Recipient 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, termination settlement, bonus, long-service award, pension, or retirement benefit or similar payments 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;

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(c) any reference in the Plan or this Agreement to the time when the Award Recipient “terminates employment” with the Company and its Subsidiaries or words of similar import shall be a reference to the time when the Award Recipient 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 Award Recipient or has dismissed the Award Recipient with or without notice, the Award Recipient 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 him to stop reporting to work; 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 and/or the Employer. Any notice shall be sent by registered or certified mail.

10. Consent to Collection, Processing and Transfer of Data. The Award Recipient acknowledges and consents to the collection, use, processing and transfer of personal data as described in this paragraph. The Award Recipient understands that the Company and its Subsidiaries hold certain personal information about the Award Recipient, including name, home address and telephone number, date of birth, social security number, social insurance number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all RSUs, Options, Awards or any other entitlement to Shares of Common Stock awarded, canceled, purchased, vested, unvested or outstanding, for the purpose of managing and administering the Plan (“Data”). The Award Recipient further understands that the Company and/or its Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of the Award Recipient’s participation in the Plan, and that the Company and/or any of its Subsidiaries may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. The Award Recipient understands that these recipients may be located in the United States and elsewhere. The Award Recipient authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Award Recipient’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 Award Recipient’s behalf to a broker or other third party with whom the Award Recipient may elect to deposit any Shares acquired pursuant to the Plan. The Award Recipient understands and further authorizes the Company and/or any of its Subsidiaries to keep Data in the Award Recipient’s personnel file. The Award Recipient also

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understands that the Award Recipient may, at any time, review Data, require any necessary amendments to Data or withdraw the consents herein in writing by contacting the Company. The Award Recipient further understands that withdrawing consent may affect the Award Recipient’s ability to participate in the Plan.

11. 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.

12. Private Placement. The grant of this Award is not intended to be a public offering of securities in the Award Recipient’s country of residence (and country of employment, if different) but instead is intended to be a private placement. As a private placement, 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 this Award is not subject to the supervision of the local securities authorities. No employee of the Company or any of its Subsidiaries is permitted to advise the Award Recipient on whether the Award Recipient should acquire Shares under the Plan. Investment in the Shares involves a degree of risk. Before deciding to acquire Shares pursuant to this Award, the Award Recipient should carefully consider all risk factors relevant to the acquisition of Shares under the Plan and should carefully review all of the materials related to this Award and the Plan. In addition, the Award Recipient should consult with the Award Recipient’s personal advisor for professional investment advice.

13. Electronic Delivery. The Company may, in its sole discretion, elect to deliver any documents related to the Award granted to the Award Recipient under the Plan by electronic means. The Award Recipient 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.

14. English Language. If the Award Recipient is resident outside of the United States, the Award Recipient acknowledges and agrees that it is the Award Recipient’s express intent that this Agreement, 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 Award Recipient has received this Agreement, the Plan or any other 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.

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

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16. Addendum. Notwithstanding any provision of this Agreement to the contrary, the Award shall be subject to any special terms and conditions for the Award Recipient’s country of residence (and country of employment, if different), as are set forth in the applicable addendum to the Agreement (“Addendum”). Further, if the Award Recipient transfers residence and/or employment to another country reflected in an Addendum to the Agreement, the special terms and conditions for such country shall apply to the Award Recipient to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local law or to facilitate the administration of the Plan. Any applicable Addendum shall constitute part of the Agreement.

17. 409A Savings Clause. Notwithstanding any other provision of this Agreement to the contrary, the Committee 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.

18. 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:

Its:

Date:

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EX-5.1

Exhibit 5.1

Opinion of Stoel Rives LLP

May 3, 2011

Board of Directors

RadiSys Corporation

5445 NE Dawson Creek Rd.

Hillsboro, OR 97124

We have been requested by RadiSys Corporation, an Oregon corporation, (the “Company”) to deliver this opinion in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933 covering 600,000 shares of its common stock (the “Shares”) issuable under the RadiSys Corporation Inducement Stock Plan for CCPU Employees (the “Plan”). We have reviewed the corporate actions of the Company in connection with this matter and have examined those documents, corporate records, and other instruments we deemed necessary for the purposes of this opinion.

Based on the foregoing, it is our opinion that:

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

2. The Shares are authorized and, when issued pursuant to the Plan and in accordance with resolutions adopted by the Board of Directors of the Company or the Administrator (as defined in the Plan) and upon receipt by the Company of any consideration to be paid or delivered in connection with such issuance, will be legally issued, fully paid and nonassessable.

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

Very truly yours,

/s/ Stoel Rives LLP

Stoel Rives LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Radisys Corporation:

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

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

/s/ KPMG LLP

Portland, Oregon

May 3, 2011