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Exhibit 10.16
EXECUTIVE CHANGE OF CONTROL AGREEMENT
December 27, 2000
Fred Yentz
EXECUTIVE
2403 NW 40th Circle
Boca Raton, FL 33431
RadiSys Corporation
an Oregon corporation
5445 NE Dawson Creek Parkway
Hillsboro, Oregon 97124
THE COMPANY
1. EMPLOYMENT RELATIONSHIP.
Executive is currently
employed by the
Company as Vice President and General
Manager of one of the Company's divisions.
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) 45 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), 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 the following
benefits:
(a) As severance pay
and in lieu of any other compensation for
periods subsequent to the date of
termination, the Company shall pay Executive,
in a single payment after employment has
ended and eight days have passed
following execution of the Release of
Claims without revocation, an amount in
cash equal to 12 months of Executive's
annual base pay at the rate in effect
immediately prior to the date of
termination.
(b) Executive is
entitled to extend coverage under any group
health plan in which Executive and
Executive's dependents are enrolled at the
time of termination of
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employment under the COBRA continuation
laws for the 18-month statutory period,
or so long as Executive remains eligible
under COBRA. The Company will pay
Executive a lump sum payment in an amount
equivalent to the reasonably
estimated cost Executive may incur to
extend for a period of 12 months under
the COBRA continuation laws Executive's
group health and dental plan coverage
in effect at the time of termination.
Executive may use this payment, as well
as any payment made under Section 3.1(a),
for such COBRA continuation coverage
or for any other purpose.
(c) All stock
options granted to the Executive under the
Company's 1995 Stock Incentive Plan or any
other equity plan shall become
immediately exercisable in full in
accordance with the applicable provisions of
the relevant option agreement and plan, and
such stock options that are not
Incentive Stock Options under the Internal
Revenue Code or 1986, as amended,
shall also be amended to permit the
Executive to exercise such stock options
for a period of 90 days after the effective
date of the Executive's
termination.
3.2 CERTAIN
LIMITATIONS. 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."
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 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
Agrement.
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6.
DEFINITIONS.
6.1
TERMINATION OF EXECUTIVE'S EMPLOYMENT. Termination of
Executive's Employment means tha
