Exhibit 10.4
EXECUTIVE SEVERANCE
AGREEMENT
August 6, 2008
|
|
|
|
|
Scott C. Grout
|
|
|
|
9137 NW McKenna Drive
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 President and
Chief Executive Officer. 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”) and deliver it to the
Company. Executive promises to execute and deliver the Release of
Claims to the Company within 21 days (or, if required by applicable
law, 45 days) from the last day of Executive’s active
employment. Executive shall forfeit the severance benefits outlined
in this Agreement in the event that he fails to execute and deliver
the Release of Claims to the Company in accordance with the timing
and other provisions of the preceding sentence or revokes such
Release of Claims prior to the “Effective Date” (as
such term is defined in the Release of Claims) of the Release of
Claims.
3. Additional Compensation Upon
Involuntary Termination.
3.1 Involuntary Termination .
In the event of a Termination of Executive’s Employment (as
defined in Section 5.1) other than for Cause (as defined in
Section 5.2), death or Disability (as defined in
Section 5.3), 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 lump sum, an
amount equal to twelve (12) months of Executive’s annual
base pay at the rate in effect immediately prior to the date of
termination. Severance pay that is payable under this Agreement
shall be paid to Executive within 5 days following the
“Effective Date” (as such term is defined in the
Release of Claims) of the Release of Claims, and no later than two
and one-half months following the last day of the calendar year of
the Termination of Executive’s Employment. Notwithstanding
the foregoing, if at the time of payment any portion of such
severance pay cannot be characterized as a “short term
deferral” for purposes of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), or as
otherwise exempt from the provisions of Code Section 409A,
then such portion of the severance pay shall be delayed until the
date that is the earlier to occur of (i) Executive’s
death or (ii) the date that is six months and one day
following the date of the Termination of Executive’s
Employment.
(b) As an additional severance
benefit, the Company will provide Executive with up to twelve
(12) 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 12-month period.
(c) The Company shall pay Executive
his stock-based incentive compensation plan payout under the
RadiSys Corporation Long Term Incentive Plan pursuant to the terms
of and within the periods specified in the Long Term Incentive Plan
and shall pay Executive his stock-based incentive compensation plan
payout under each other stock-based incentive compensation plan
maintained by the Company pursuant to the terms of and within the
periods specified in each such other stock-based incentive
compensation plan that may then be applicable. The Company shall
also pay Executive his cash-based incentive compensation plan
payout earned but not yet received under each cash-based incentive
compensation plan maintained by the Company, if any, for any
performance period completed prior to the Termination of
Executive’s Employment, and, in addition, the Company shall
pay Executive his cash-based incentive compensation plan payout for
any then current performance period unde
