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FIRST AMENDMENT TO RADISYS CORPORATION LONG TERM INCENTIVE PLAN

Equity Incentive Plan Agreement

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RadiSys Corporation

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Title: FIRST AMENDMENT TO RADISYS CORPORATION LONG TERM INCENTIVE PLAN
Governing Law: Oregon     Date: 9/30/2009
Industry: Computer Networks     Sector: Technology

FIRST AMENDMENT TO RADISYS CORPORATION LONG TERM INCENTIVE PLAN, Parties: radisys corporation
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Exhibit 4.4

FIRST AMENDMENT

TO

RADISYS CORPORATION LONG TERM INCENTIVE PLAN

WHEREAS, RadiSys Corporation (the “Company”) maintains the RadiSys Corporation Long Term Incentive Plan (the “LTIP”) for the benefit of its eligible employees; and

WHEREAS, amendment of the LTIP now is considered desirable.

NOW, THEREFORE, by virtue and in exercise of the power reserved to the Company by Section 12 of the LTIP, and pursuant to the authority delegated to the undersigned by the Board of Directors of the Company, the LTIP be and is hereby amended, effective as of the date hereof, in the following particulars:

1. By deleting the defined terms “Above Average Award,” “Good Reason,” “Maximum Award” and “Superior Award” where they appear in Section 2 of the LTIP and renumbering the remaining subsections of Section 2 of the LTIP accordingly.

2. By deleting the word “completed” where it appears in renumbered Section 2(w) of the LTIP.

3. By deleting the phrase “which is generally expressed as a percentage (which may be more than 100%) of the Superior Award” where it appears in the definition of “Payout Formula” in renumbered Section 2(x) of the LTIP.

4. By substituting the following for the definition of “Target Award” in renumbered Section 2(jj) of the LTIP:

“(jj) ‘Target Award’ means the target award payable under the Plan to a Participant for the Performance Period, as determined by the Committee in accordance with Section 7.”

5. By substituting the phrase “or if any portion of an Award is not distributed” for the phrase “or if an Award is distributed in an amount equal to less than the Maximum Award” where it appears in Section 3 of the LTIP.

6. By substituting the following for Section 4(a)(ii) of the LTIP:

“(ii) discretionary authority to adopt Target Awards and Payout Formulas under this Plan for a given Performance Period, which will be adopted on or prior to the Target Determination Cutoff Date with respect to Awards intended to qualify as Performance-Based Compensation.”

7. By substituting the following for the second sentence of Section 5(a) of the LTIP:

“Except as otherwise provided in Section 10, to be eligible to receive a payment hereunder a Participant must be actively employed on the last day of the quarter for which attainment of a Performance Goal is certified by the Committee in accordance with Section 9(a).”


8. By deleting Section 5(b) of the LTIP in its entirety.

9. By substituting the following for Section 6 of the LTIP:

“6. Performance Goal Determination. On the Target Determination Date, the Committee, in its sole discretion, shall establish the Performance Goals for each Participant for the Performance Period. Such Performance Goals shall be set forth in writing on or prior to the Target Determination Cutoff Date with respect to Awards intended to qualify as Performance-Based Compensation.”

10. By substituting the following for Section 7 of the LTIP:

“7. Target Award Determination. On the Target Determination Date, the Committee, in its sole discretion, shall establish a Target Award for each Participant and may establish multiples or percentages thereof. Each Participant’s Target Award shall represent the amount of cash or the number of Shares that can be earned by the Participant under the Plan during the Performance Period, based upon the Performance Goals achieved and the level of achievement for such period as determined by the Committee in its discretion. Each Participant’s Target Award shall be set forth in writing on or prior to the Target Determination Cutoff Date with respect to Awards intended to qualify as Performance-Based Compensation.”

11. By substituting the following for Section 8 of the LTIP:

“8. Payout Formula Determination. On the Target Determination Date, the Committee, in its sole discretion, shall establish a Payout Formula for purposes of determining the Award (if any) payable to each Participant. Each Payout Formula shall be set forth in writing on or prior to the Target Determination Cutoff Date with respect to Awards intended to qualify as Performance-Based Compensation and shall provide for the payment of all or a portion of a Participant’s Award upon the Committee’s certification of achievement of a Performance Goal in accordance with Section 9(a).”

12. By substituting the phrase “last day of the Fiscal Year coinciding with or next following the last day of the quarter for which achievement of a Performance Goal is certified by the Committee in accordance with Section 9(a)” for the phrase “last day of the Fiscal year coinciding with or next following the last day of the Performance Period” where it appears in Section 9(d) of the LTIP.

13. By substituting the following for Section 10 of the LTIP:

“10. Termination of Employment; Change of Control.

(a) General. Except as otherwise expressly provided in this Section 10, upon a Participant’s termination of employment prior to the last day of the quarter for which achievement of a Performance Goal is certified by the Committee in accordance with Section 9(a), a Participant shall forfeit the right to receive any Awards under this Plan with respect to such quarter or with respect to any future quarters in the Performance Period. Upon a Participant’s termination of employment for Cause following the last day of the quarter for which achievement of the Performance Goal is certified by the Committee in accordance with Section 9(a) but prior to the date on which the Participant’s Award with respect to such Performance Goal is distributed pursuant to Section 9(d) above, such Participant shall forfeit the right to receive such Award.


(b) Death or Disability. Subject to the express provisions of the Participant’s Award, if a Participant’s employment is terminated as a result of the Participant’s death or Disability prior to the last day of a quarter and achievement of a Performance Goal as of the last day of such quarter is certified by the Committee in accordance with Section 9(a), such Participant shall be entitled to receive a pro-rata Award with respect to such Performance Goal, as determined in accordance with Section 9(a) and payable in accordance with Section 9(d).

(c) Termination without Cause. Subject to the express provisions of the Participant’s Award, if a Participant’s employment is terminated by the Company without Cause prior to the last day of a quarter and achievement of a Performance Goal as of the last day of such quarter is certified by the Committee in accordance with Section 9(a), such Participant shall be entitled to receive a pro-rata Award with respect to such Performance Goal, as determined in accordance with Section 9(a) and payable in accordance with Section 9(d).

(d) If the Participant has in effect an employment, retention, change of control, severance or similar agreement with the Company or any affiliate thereof that provides for the effect of a Change of Control on all or any portion of the Participant’s Awards, then such agreement shall control with respect to such Awards in the event of a Change of Control. In all other cases, unless the Committee shall otherwise expressly provide in the agreement relating to an Award under the Plan, in the event of a Potential Change of Control, the Committee shall determine whether a Performance Goal has been achieved as of the last day of the prior quarter, and if such achievement equals or exceeds 50% of the Performance Goal corresponding to the threshold award level, then, in the event of a Change of Control, the Participant shall be entitled to receive a portion of his Award as follows: if a Participant has received all or any portion of his Award for a Performance Period prior to a Change of Control, no further Awards shall be payable to such Participant under this Plan following such Change of Control, and if a Participant has not received any portion of his Award for a Performance Period prior to a Change of Control, the Company shall distribute, within sixty days following such Change of Control, a pro-rata Award to such Participant based on his Target Award, provided the Participant is actively employed by the Company immediately prior to such Change of Control, and no further Awards shall be payable to such Participant under this Plan. Unless the Committee shall otherwise expressly provide in the agreement relating to an Award under the Plan, such pro-rata Award shall equal the Target Award multiplied by the ratio of: (x) the number of full days elapsed from the beginning of the Performance Period to and including the date of the Change of Control to (y) the number of full days in the Performance Period. In the event of a Potential Change of Control and if the achievement determined by the Committee above is less than 50% of the Performance Goal corresponding to the threshold award level, then, in the event of a Change of Control, the Committee may in its discretion provide for payment of a portion of such Award in such amounts as the Committee may determine in its sole discretion, provided any Participant receiving such Award is actively employed by the Company immediately prior to such Change of Control. For purposes of this Section 10(d), a “Potential Change of Control” shall exist during any period in which the following items exist: (i) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change of Control; (ii) any person (including the


Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change of Control; or (iii) the Board adopts a resolution to the effect that, for purposes of the Plan, a potential change of control exists.”

14. By substituting the following for the first sentence of Section 11 of the LTIP:

“The Plan shall be effective as of the Effective Date, with the last Performance Period under the Plan to begin January 1, 2011.”

15. By substituting the phrase “Section 9 or 10” for the phrase “Section 9” where it appears in Section 14 of the LTIP.

16. By adding the attached Addendum A at the end of the LTIP as a part thereof.


IN WITNESS WHEREOF, the Company has caused this amendment to be executed by its duly authorized officer this 30 th day of September, 2009.

 

RadiSys Corporation

By:

 

/s/ Brian J. Bronson

Its:

 

Chief Financial Officer


Addendum A

Addendum for Canadian Participants

Notwithstanding Section 9(c) of the Plan or any other provision of the Plan to the contrary, the Company shall distribute all Awards to Participants who are resident in Canada in Shares


RadiSys Corporation

Long-Term Incentive Plan

1. Purposes of the Plan . This RadiSys Corporation Long-Term Incentive Plan (the “Plan”) sets forth the plan for payment of long-term incentive compensation to those executive officers and key employees of the Company designated by the Compensation and Development Committee of the Board for participation and is intended to increase stockholder value and the success of the Company by motivating Plan Participants to excel beyond what is customary in their performance and to achieve substantially challenging business objectives that deliver significant shareholder value. The Plan’s goals are to be achieved by providing such Plan Participants with incentive awards based on the achievement of goals relating to the performance of the Company or one of its business units or upon the achievement of objectively determinable performance goals. The Plan is intended to permit the payment of awards that may qualify as performance-based compensation under Section 162(m).

2. Definitions .

(a) “ Annual Revenue ” means the Company’s or a business unit’s net sales for the Fiscal Year, as reported in the Company’s financial statements.

(b) “ Above Average Award ” means the above average target award payable under the Plan to a Participant for the Performance Period, expressed in cash or as a number of Shares, as determined by the Committee in accordance with Section 7.

(c) “ Award ” means, with respect to each Participant, the award determined pursuant to Section 9(a) below for a Performance Period. Each Award is determined by a Payout Formula for a Performance Period, subject to the Committee’s authority under Section 9(a) to eliminate or reduce the Award otherwise payable.

(d) “ Base Salary ” means, as to any Performance Period, the Participant’s annualized salary rate on the last day of the Performance Period. Such Base Salary shall be before both (a) deductions for taxes or benefits, and (b) deferrals of compensation pursuant to Company-sponsored plans.

(e) “ Board ” means the Board of Directors of RadiSys Corporation.

(f) “ Cash Position ” means the Company’s level of cash and cash equivalents.

(g) “ Cause ” means (a) the willful and continued failure by a Participant to perform substantially the Participant’s reasonably assigned duties with the Company (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness, as determined by the Participant’s attending physician) after a demand for substantial performance is delivered to such Participant by the Board, the Chief Executive Officer or the President of the Company which specifically identifies the manner in which the Board or the Company believes that the Participant has not substantially performed the Participant’s duties or (b) the willful engaging by a Participant in illegal conduct which is materially and demonstrably injurious to the Company. No act, or failure to act, on a Participant’s part shall be considered “willful” unless done, or omitted to be done, by the Participant without reasonable belief that the Participant’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 shall be conclusively presumed to be done, or omitted to be done, by a Participant in the best interests of the Company.

(h) “ Change of Control ” means that one of the following events has taken place:

(i) the stockholders of RadiSys Corporation approve one of the following: (1) any merger or statutory plan of exchange involving RadiSys Corporation (“Merger”) in which RadiSys Corporation is not the

 

A-1


continuing or surviving corporation or pursuant to which Common Stock would be converted into cash, securities or other property, other than a Merger involving RadiSys Corporation 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 (2) 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 RadiSys Corporation;

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

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

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

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

(j) “ Committee ” means the Compensation and Development Committee of the Board, or a sub-committee of the Compensation and Development Committee, which shall, with respect to payments hereunder intended to qualify as Performance-Based Compensation, consist solely of two or more members of the Board who are not employees of the Company and who otherwise qualify as “outside directors” within the meaning of Section 162(m).

(k) “Common Stock” means the common stock of RadiSys Corporation.

(l) “ Company ” means RadiSys Corporation or any of its subsidiaries (as such term is defined in Code Section 424(f)).

(m) “ Cumulative Design Wins ” means the aggregate revenues attributable to design wins obtained by the Company during any Performance Period determined in accordance with the Company’s procedures for design win criteria.

(n) “ Disability ” means the Participant’s absence from his full-time duties with the Company for 180 consecutive calendar days as a result of the Participant’s incapacity due to physical or mental illness, as determined by his attending physician, unless within 30 calendar days after notice of termination by the Company following such absence the Participant shall have returned to the full-time performance of his duties with the Company.

(o) “ Earnings Per Share ” means, as to any Fiscal Year, the financial measure equal to Net Income divided by the total number of Shares outstanding for such Fiscal Year.

(p) “ Effective Date ” means the date on which the Plan is approved by the stockholders of RadiSys Corporation at the 2008 annual meeting of the stockholders of RadiSys Corporation, or as soon as practicable thereafter, but in any event no later than January 1, 2009.

 

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

(r) “ Fiscal Year ” means a fiscal year of RadiSys Corporation.

(s) “ Good Reason ” means: (i) a significant reduction by the Company or the surviving company in a Participant’s base pay from the highest annual rate in effect at any time within the 12-month period preceding the Change of Control, other than a salary reduction that is part of a general salary reduction affecting employees generally; (ii) a significant reduction by the Company or the surviving company in total benefits available to a Participant under cash incentive, stock incentive and other employee benefit plans after the Change of Control compared to the total package of such benefits as in effect immediately prior to the Change of Control; (iii) the Company or the surviving company requi


 
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