<PAGE>
Exhibit 10.14
EXECUTIVE CHANGE OF CONTROL AGREEMENT
March 7, 2005
Keith Lambert
1706 NW Potters Court
Portland, OR 97229
EXECUTIVE
RadiSys Corporation, an Oregon
corporation
5445 NE Dawson Creek Parkway
Hillsboro, OR 97124
THE COMPANY
1.
EMPLOYMENT
RELATIONSHIP. Executive is currently employed by the
Company as Vice President of Manufacturing
Operations. Executive and the Company
acknowledge that either party may terminate
this employment relationship at any
time and for any or no reason, provided
that each party complies with the terms
of this Agreement.
2.
RELEASE OF
CLAIMS. In consideration for and as a condition precedent
to receiving the severance benefits
outlined in this Agreement, Executive agrees
to execute a Release of Claims in the form
attached as EXHIBIT A ("Release of
Claims"). Executive promises to execute and
deliver the Release of Claims to the
Company within the later of (a) 21 days
from the date Executive receives the
Release of Claims or (b) the last day of
Executive's active employment.
3.
ADDITIONAL
COMPENSATION UPON CERTAIN TERMINATION EVENTS.
3.1. CHANGE OF
CONTROL. In the event of a Termination of
Executive's Employment (as defined in
Section 6.1) other than for Cause (as
defined in Section 6.2), death or
Disability (as defined in Section 6.4), or a
requirement to accept a position greater
than twenty-five (25) miles from
current work location within 12 months
following a Change of Control (as defined
in Section 6.3 of this Agreement) or within
three months preceding a Change of
Control, and contingent upon Executive's
execution of the Release of Claims
without revocation, and compliance with
Section 8, Executive shall be entitled
to severance pay in lieu of any other
compensation for periods subsequent to the
date of termination equal to twelve (12)
months of Executive's annual base pay
at the rate in effect immediately prior to
the date of termination.
3.2 PARACHUTE
PAYMENTS. Notwithstanding the foregoing, if the
total payments and benefits to be paid to
or for the benefit of Executive under
this Agreement would cause any portion of
those payments and benefits to be
"parachute payments" as defined in section
280G(b)(2) of the Internal Revenue
Code of 1986, as amended, or any successor
provision, the total payments and
benefits to be paid to or for the benefit
of Executive under this Agreement
shall be reduced to an amount that would
not cause any portion of those payments
and benefits to constitute "parachute
payments."
<PAGE>
4.
WITHHOLDING; SUBSEQUENT EMPLOYMENT.
4.1 WITHHOLDING.
All payments provided for in this Agreement are
subject to applicable withholding
obligations imposed by federal, state and
local laws and regulations.
4.2 OFFSET. The
amount of any payment provided for in this
Agreement shall not be reduced, offset or
subject to recovery by the Company by
reason of any compensation earned by
Executive as the result of employment by
another employer after termination.
5.
OTHER
AGREEMENTS. If that severance benefits are payable to
Executive under any other agreement with
the Company in effect at the time of
termination (including but not limited to
any employment agreement, but
excluding for this purpose any stock option
agreement that may provide for
accelerated vesting or related benefits
upon the occurrence of a change in
control), the benefits provided in this
Agreement shall not be payable to
Executive. Executive may, however, elect to
receive all of the benefits provided
for in this Agreement in lieu of all of the
benefits provided in all such other
agreements. Any such election shall be made
with respect to the agreements as a
whole, and Executive cannot select some
benefits from one agreement and other
benefits from this Agreement.
6.
DEFINITIONS.
6.1 TERMINATION
OF EXECUTIVE'S EMPLOYMENT. Termination of
Executive's Employment means that the
Company has terminated Executive's
employment with the Company (including any
subsidiary of the Company).
6.2 CAUSE.
Termination of Executive's Employment for "Cause" shall
mean termination upon (a) the willful and
continued failure by Executive to
perform substantially Executive's
reasonably assigned duties with the Company
(other than any such failure resulting from
Executive's incapacity due to
physical or mental illness) after a demand
for substantial performance is
delivered to Executive by the Board of
Directors, the Chief Executive Officer or
the President of the Company which
specifically identifies the manner in which
the Board of Directors or the Company
believes that Executive has not
substantially performed Executive's duties
or (b) the willful engaging by
Executive in illegal conduct which is
materially and demonstrably injurious to
the Company. No act, or failure to act, on
Executive's part shall be considered
"willful" unless done, or omitted to be
done, by Executive without reasonable
belief that Executive's action or omission
was in, or not opposed to, the best
interests of the Company. Any act, or
failure to act, based upon authority given
pursuant to a resolution duly adopted by
the Board of Directors shall be
conclusively presumed to be done, or
omitted to be done, by Executive in the
best interests of the Company.
6.3 CHANGE OF
CONTROL. A Change of Control shall mean that one of
the following events has taken place:
(a) The
shareholders of the Company approve one of the
following:
(i) Any merger
or statutory plan of exchange involving
the Company ("Merger") in which the Company is not the continuing
or
surviving corporation or pursuant to which Common Stock would
be
converted into cash, securities or other property, other than a
Merger involving the Company in which the holders of Common
Stock
immediately prior to the Merger continue to represent more than
50
percent of the voting securities of the surviving corporation
after
the Merger; or
(ii) Any sale, lease,
exchange, or other transfer (in
one transaction or a series of related transactions) of all or
substantially all of the assets of the Company.
<PAGE>
(b) A tender or
exchange offer, other than one made by the
Company, is made for Common Stock (or securities convertible
into
Common Stock) and such offer results in a portion of those
securities being purchased and the offeror after the consummation
of
the offer is the beneficial owner (as determined pursuant to
Section
13(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), directly or indirectly, of securities
representing
more than 50 percent of the voting power of outstanding
securities
of the Company.
(c) The Company
receives a report on Schedule 13D of the
Exchange Act reporting the beneficial ownership by any person
of
securities
representing more than 50 percent of the voting power of
outstanding securities of the Company, except that if such
receipt
shall occur during a tender offer or exchange offer described in
(b)
above, a Change of Control shall not take place until the
conclusion
of such offer.
Notwithstanding anything in the foregoing
to the contrary, no Change of Control
shall be deemed to have occurred for
purposes of this Agreement by virtue of any
transaction which results in Executive, or
a group of persons which includes
Executive, acquiring, directly or
indirectly, securities representing 20 percent
or more of the voting power of outstanding
securities of the Company.
6.4 DISABILITY.
"Disability" means Executive's absence from
Executive's full-time duties with the
Company for 180 consecutive days as a
result of Executive's incapacity due to
physical or mental illness, unless
within 30 days after notice of termination
by the Company fol
