Exhibit 10.22
EXECUTIVE SEVERANCE AGREEMENT
February 27, 2007
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Keith Lambert
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1706 NW Potters
Court
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Portland, OR
97229
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Executive |
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RadiSys Corporation,
an Oregon corporation
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5445 NE Dawson Creek
Parkway
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Hillsboro, OR
97124
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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 (or, if required
by applicable law, 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 Involuntary Termination.
3.1
Involuntary Termination. 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 6.3), and contingent upon
Executive’s execution of the Release of Claims without
revocation and compliance with Section 9, 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 lump sum, an amount equal to nine (9) months
of Executive’s annual base pay at the rate in effect
immediately prior to the date of termination; provided, such lump
sum amount shall not exceed two times the lesser of (i) the
sum of Executive’s annual compensation (as defined in
Treasury regulation section 1.415-2(d) for services provided to the
Company as an employee for the calendar year preceding the calendar
year of the Termination of Executive’s Employment, or
(ii) the maximum amount that may be taken into account under a
qualified plan pursuant to Section 401(a)(17) of the Internal
Revenue Code of 1986, as amended (the “Code”), or any
successor provision. Severance pay that is payable under this
Agreement shall be paid to Executive within 30 days following
the “Effective Date” (as such term is defined in the
Release of Claims) of the Release of Claims.
(b) As
an additional severance benefit, the Company will provide Executive
with up to nine (9) months of continued coverage pursuant to COBRA
under the Company’s
group
health plan at the level of benefits (whether single or family
coverage) previously elected by Executive immediately before the
Termination of Executive’s Employment and to the extent that
Executive elects to continue coverage during such 9-month
period.
(c) The
Company shall pay Executive his incentive compensation plan payout,
if any, for the first six months of the calendar year in which
occurs the Termination of Executive’s Employment at the same
time as other executive employees and no later than
December 31 of such calendar year, provided that Executive has
been employed by the Company through June 1 of such calendar
year.
(d) The
Company will provide resume preparation assistance to Executive for
up to three (3) months following Termination of Executive’s
Employment.
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.
Executive shall not be entitled to any benefits under this
Agreement if severance benefits are payable to Executive under the
Amended and Restated Executive Change of Control Agreement by and
between Executive and the Company dated February 27,
2007.
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) other than for Cause (as defined in
Section 6.2), death or Disability (as defined in
Section 6.3).
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 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.
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6.3
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 following
such absence Executive shall have returned to the full-time
performance of Executive’s duties. This Agreement does not
apply if the Executive is terminated due to Disability.
7. Successors; Binding
Agreement. This Agreement shall be binding on and inure to the
benefit of the Company and its successors and assigns. This
Agreement shall inure to the benefit of and be enforceable by
Executive and Executive’s legal representatives, executors,
administrators and heirs.
8. Entire Agreement. The
Company and Executive agree that the foregoing terms and conditions
constitute the entire agreement between the parties relating to the
matters covered by this Agreement, that this Agreement supersedes
and replaces any prior agreements relating to the matters covered
by this Agreement, and that there exist no other agreements between
the parties, oral or written, express or implied, relating to any
matters covered by this Agreement.
9. Resignation of Corporate
Offices. Executive will resign Executive’s office, if
any, as a director, officer or trustee of the Company, its
subsidiaries or affiliates and of any other corporation or trust of
which Executive serves as such at the request of the Company,
effective as of the date of termination of employment. Executive
agrees to provide the Company such written resignation(s) upon
request and that no severance pay or other benefits will be paid
until after such resignation(s) are provided.
10. Governing Law. This
Agreement shall be construed in accordance with and governed by the
laws of the State of Oregon, without regard to its conflicts of
laws provisions.
11 . Amendment. No
provision of this Agreement may be modified unless such
modification is agreed to in writing signed by Executive and the
Company.
12 . Severability. If any
of the provisions or terms of this Agreement shall for any reason
be held invalid or unenforceable, such invalidity or
unenforceability shall not affect any other terms of this
Agreement, and this Agreement shall be construed as if such
unenforceable term had never been contained in this
Agreement.
13 . Code
Section 409A. The parties intend that this Agreement and
the severance pay and other benefits provided hereunder comply with
Code Section 409A to the extent applica
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