EXHIBIT 4.1

SECOND RESTATED ARTICLES OF INCORPORATION

OF

RADIX MICROSYSTEMS, INC.

The following Second Restated Articles of Incorporation of Radix MicroSystems, Inc., an Oregon corporation, adopted on June 16, 1989, supersede and take the place of the heretofore existing Restated Articles of Incorporation and all Amendments thereto.

ARTICLE I

Corporation Name

The name of the corporation is Radix MicroSystems, Inc.

ARTICLE II

Duration

The period of its duration is perpetual.

ARTICLE III

Purposes

The purposes of the corporation are to engage in any and all lawful activities for which corporations may be organized under the Oregon Business Corporation Act.

ARTICLE IV

Capital Stock

(A) The aggregate number of shares which the corporation shall have the authority to issue shall consist of 15,000,000 shares of common stock, without par value (the "Common Stock"), and 10,000,000 shares of preferred stock, par value $.01 per share (the "Preferred Stock").

(B) Holders of Common Stock shall be entitled to one vote per share on any matter submitted to the shareholders and shall be entitled to notice of any shareholders' meeting in accordance with the bylaws of the corporation, and shall be entitled to vote upon such matters and in such manner as may be provided by law. On dissolution, liquidation or winding up of the corporation, after any preferential amount with respect to the Preferred Stock has been paid or set aside, the remaining assets and funds of the corporation available for distribution to its shareholders shall be distributed among the holders of Preferred Stock and Common Stock in the same proportion as the number of shares of outstanding Common Stock and Common Stock issuable upon the conversion of outstanding Preferred Stock then held by each of them bears to the total number of shares of outstanding Common Stock and Common Stock issuable upon the conversion of outstanding Preferred Stock. Subject to the rights of holders of Preferred Stock set forth in Section 4.1 below, and the rights of holders of any series of Preferred Stock hereafter designated by the Board of Directors of the corporation pursuant to the authority granted to it under this Article IV, the holders of the then outstanding Common Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors out of any funds legally available therefor; provided, however, that no dividend shall be declared or paid on the Common Stock if, after the payment

(C) of such dividend, the net assets of the corporation would be less than the amount to which all of the holders of Preferred Stock would be entitled to receive pursuant to Section 4.2(a) in the event of any voluntary or involuntary liquidation, dissolution or winding up of the corporation.

(D) The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of this Article IV, to provide for the issuance of the shares of Preferred Stock in series, to establish from time to time the number of shares to be included in each such series, and to fix the designations, relative rights, preferences, and limitations of the shares of each such series.

The authority of the Board of Directors with respect to each series shall include determination of the following:

(1) The number of shares constituting that series and the distinctive designation of that series;

(2) Whether that series shall have full voting rights, special, conditional or limited voting rights, or no voting rights, except to the extent otherwise provided by the Oregon Business Corporation Act;

(3) Whether that series shall be convertible and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors determines;

(4) Whether or not the shares of that series shall be redeemable and, if so, the terms and conditions of such redemption, including the date or dates upon after which they shall be redeemable and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

(5) The dividend rate, if any, on the shares of that series, the manner of calculating such dividends, and the preferences of such dividends;

(6) The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution, or winding up of the corporation and the relative rights of priority of that series, as opposed to the Common Stock and any other series of the Preferred Stock, on the distribution of assets on dissolution; and

(7) Any other relative rights, preferences, and limitations of that series that are permitted by law to vary.

(E) There shall initially be two series of Preferred Stock, with the respective designations, number of shares and issue prices (the "Issue Price") as follows:

Designation                         No. of Shares       Issue Price
------------------------------    -----------------    -------------
 Series A Preferred Stock               355,556            $4.22
  ("Series A Stock")

 Series B Preferred Stock             1,820,988            $2.70
  ("Series B Stock")

The rights, preferences, restrictions and other matters relating to the Preferred Stock are as follows:

4.1 Dividends. The holders of the then outstanding Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of any assets of the corporation legally available therefor, such dividends as may be declared from time to time by the Board of Directors in respect of such shares. The corporation

shall not at any time declare or pay any dividend on shares of Common Stock unless dividends shall simultaneously be declared and paid on each outstanding share of Preferred Stock in an amount equal to the dividend per share then being declared or paid on the Common Stock multiplied by the number of shares of Common Stock into which such share of Preferred Stock is then convertible.

4.2 Liquidation Preference.

(a) In the event of any liquidation, dissolution or winding up of the corporation, either voluntary or involuntary, the holders of each share of Preferred Stock shall be entitled to be paid out of the assets and funds of the corporation available for distribution to its shareholders, before any payment or declaration and setting apart for payment of any amount shall be made in respect of the Common Stock, an amount equal to the applicable Issue Price for each series of Preferred Stock plus any and all declared but unpaid dividends. If upon the occurrence of such event the assets and funds thus distributed among the holders of the Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amount, then the entire assets and funds of the corporation legally available for distribution to its shareholders shall be distributed ratably among the holders of the Preferred Stock, according to their respective preferences that would have been payable in respect of the shares held by then upon such distribution if all preferences payable on or with respect to such shares were paid in full.

(b) After the payment or distribution described in Section 4.2(a) above has been made, the remaining assets and funds of the corporation available for distribution to its shareholders shall be distributed among the holders of the Preferred Stock and Common stock in the same proportion as the number of shares of outstanding Common Stock and Common Stock issuable upon the conversion of the outstanding Preferred Stock then held by each of them bears to the total number of shares of outstanding Common Stock and Common Stock issuable upon conversion of outstanding Preferred Stock.

(c) A consolidation or merger of the corporation with or into any other corporation or corporations, conveyance or disposition of all or substantially all of the assets of the corporation or the effectuation or a sale, by the corporation of a transaction or series of related transactions in which more than 50 percent of the voting power of the corporation is disposed of, shall not be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 4.2, but shall instead be treated pursuant to
Section 4.4 hereof.

4.3 Conversion.

The holders of the Preferred Stock shall have the following conversion rights (the "Conversion Rights"):

(a) Right to Convert.

(i) Subject to subsection (c) below, each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the corporation or any transfer agent for the Preferred Stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the applicable Issue Price for such share, by the applicable Conversion Price at the time in effect for such share. The initial Conversion Price per share for each series of Preferred Stock (the "Conversion Price") shall be as follows; provided, however, that the applicable Conversion Prices shall be subject to adjustment as set forth in subsection (c) below:

                                       Initial
         Series                   Conversion Price
------------------------------    -----------------
Series A Stock                          $.422
Series B Stock                          $2.70

(ii) Upon conversion of the Preferred Stock, the Common Stock so issued shall be duly and validly issued, fully paid and nonassessable shares of the corporation.

(iii) Each share of Preferred Stock shall automatically be converted into that number or shares of Common Stock determined by the applicable Conversion Price at the time in effect for such share immediately upon the consummation of the corporation's sale of its Common Stock in a bona fide, firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, which results in net cash proceeds (after underwriters' commissions and offering expenses) to the corporation of $10,000,000 or more, and the public offering price of which was not less than $5.40 per share (adjusted to reflect subsequent stock dividends, stock splits, consolidations or recapitalizations).

(iv) Upon the occurrence of the event specified in paragraph
(iii) of this subsection (a), the outstanding shares of the Preferred Stock to be converted shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the corporation or its transfer agent, provided, however, that the corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless certificates evidencing such shares of the Preferred Stock being converted are either delivered to the corporation or any transfer agent, as hereinafter provided, or the holder notifies the corporation or any transfer agent, as hereinafter provided, that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection therewith. Upon the automatic conversion of the Preferred Stock, the holders of such Preferred Stock shall surrender the certificates representing such shares at the office of the corporation or of any transfer agent for the Common Stock. Thereupon, there shall be issued and delivered to such holder, promptly at such office and in his name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of the Preferred Stock surrendered were convertible on the date on which such automatic conversion occurred.

(b) Mechanics of Conversion. Before any holder of Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the corporation or of any transfer agent for the Preferred Stock, and shall give written notice by mail, postage prepaid, to the corporation at its principal corporate office of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering Preferred Stock for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of the Preferred Stock shall not be deemed to have converted such Preferred Stock until immediately prior to the closing of such sale of securities.

(c) Conversion Price Adjustments of the Preferred Stock. The Conversion Prices of the series of Preferred Stock shall be subject to adjustment from time to time as follows:

(i) (A) If the corporation shall issue any Additional Stock (as defined below) without consideration or for a consideration per share less than the Conversion Price in effect for any series of Preferred Stock immediately prior to the issuance of such Additional Stock, such Conversion Price in effect immediately prior to each such issuance shall forthwith (except as otherwise provided in this clause (i)) be adjusted in accordance with the formula:

C  =  the current applicable Conversion Price.

N  =  (i) the number of shares of Common Stock outstanding on the
      determination date (defined below) plus (ii) the number of
      shares of Common Stock issuable on exercise, conversion, or
      exchange of securities outstanding and exercisable for,
      convertible into, or exchangeable for shares of Common Stock
      on the determination date.

A  =  the aggregate consideration received from issuance of the
      Additional Stock.

O  =  N plus the number of shares of Additional Stock.

The "determination date" is the date when the Company fixes the offering price of the Additional Stock.

(B) No adjustment of the Conversion Price for any series of Preferred Stock shall be made in an amount less than one cent per share, provided that any adjustments which are not required to be made by reason of this sentence shall be carried forward and either shall be taken into account in any subsequent adjustment made prior to three years from the date of the event giving rise to the adjustment being carried forward, or shall be made at the end of three years from the date of the event giving rise to the adjustment being carried forward. Except to the limited extent provided for in subsection (E)(3) and (E)(4), no adjustment of any Conversion Price pursuant to this subsection 4.3(c)(i) shall have the effect of increasing such Conversion Price above the applicable Conversion Price in effect immediately prior to such adjustment.

(C) In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor after deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by the corporation for any underwriting or otherwise in connection with the issuance and sale thereof.

(D) In the case of the issuance of the, Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors irrespective of any accounting treatment.

(E) In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities (which are not excluded from the definition of Additional Stock), the following provisions shall apply:

(1) The aggregate maximum number of shares of Common Stock deliverable upon exercise of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subsections 4.3(c)(i)(C) and (c)(i)(D)), if any, received by the corporation upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the Common Stock covered thereby;

(2) The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by the corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or

accrued dividends), plus the additional consideration, if any, to be received by the corporation upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subsections 4.3(c)(i)(C) and (c)(i)(D));

(3) In the event of any change in the number of shares of Common Stock deliverable upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable securities, including, but not limited to, a change resulting from the antidilution provisions thereof, the Conversion Prices in effect at the time for each series of Preferred Stock shall forthwith be readjusted to such Conversion Prices as would have obtained had the adjustment which was made upon the issuance of such options, rights or securities not converted prior to such change or the options or rights related to such securities not converted prior to such change been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise of any such options or rights or the conversion or exchange of such securities;

(4) Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the conversion Prices for each series of Preferred Stock shall forthwith be readjusted to such conversion Prices as would have obtained had the adjustment which was made upon the issuance of such options, rights or securities or options or rights related to such securities been made upon the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities.

(ii) "Additional Stock" shall mean, as to any series of Preferred Stock, any shares of Common Stock issued (or deemed to have been issued pursuant to subsection 4.3(c)(i)(E)) by the corporation after the earliest date on which shares of the applicable series of Preferred Stock are issued pursuant to any purchase agreements for such series (the "Purchase Date"), other than

(A) Common Stock issued pursuant to a transaction described in subsection 4.3(c)(iii) hereof;

(B) Up to 804,810 shares of Common Stock (appropriately adjusted for any stock dividend, stock split, consolidation or recapitalization) issuable or issued after the Purchase Date for the Series B Stock to persons who are or become employees, consultants, directors or officers of the corporation, and any shares of Common Stock that are outstanding on the Purchase Date for the Series B Stock and thereafter repurchased by the corporation and issued to persons who are or become employees, consultants, directors or officers of the corporation;

(C) Common Stock issued or issuable upon conversion of any Preferred Stock;

(D) Up to 333,333 shares of Common Stock (appropriately adjusted for any stock split, stock dividend, consolidation or recapitalization) issued or issuable upon the conversion of the convertible note issued by the corporation in connection with that certain Convertible Subordinated Loan Agreement between the Oregon Resource and Technology Development Corporation ("ORTDC") and the corporation; or

(E) Up to 92,593 shares of Series B Stock issued or issuable upon exercise of the warrant granted to ORTDC on the Purchase Date for the Series B Stock.

(iii) In the event the corporation should at any time or from time to time after the applicable Purchase Date for any series of Preferred Stock fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as "Common Stock Equivalents") without payment of any consideration by such holder for the additional shares of

Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend, distribution, split or subdivision if no record date is fixed), the applicable Conversion Price of each series of Preferred Stock shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase of outstanding shares determined in accordance with subsection 4.3 (c) (i) (E).

(iv) If the number of shares of Common Stock outstanding at any time after the applicable Purchase Date is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the applicable Conversion Price of each series of Preferred Stock shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in outstanding shares.

(d) Other Distributions. In the event the corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in subsection 4.3(c)(iii), then, in each such case for the purpose of this subsection 4.3(d), the holders of the Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of the corporation into which their shares of Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the corporation entitled to receive such distribution.

(e) Recapitalizations. If at any time or from time to time there shall be a recapitalization of the Common Stock (other than a subdivision, combination or merger or sale of assets transaction provided for elsewhere in this Section 4.3 or Section 4.4), provision shall be made so that the holders of the Preferred Stock shall thereafter be entitled to receive upon conversion of the Preferred Stock the number of shares of stock or other securities or property of this corporation, or otherwise, to which a holder of Common Stock deliverable upon conversion would have been entitled on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4.3 with respect to the rights of the holders of the Preferred Stock after the recapitalization to the end that the provisions of this Section 4.3 (including adjustment of the applicable Conversion Price then in effect and the number of shares purchasable upon conversion of the Preferred Stock) shall be applicable after that event as nearly equivalent as may be practicable.

(f) No Impairment. The corporation will not, by amendment of its Second Restated Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section 4.3 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of the Preferred Stock against impairment.

(g) No Fractional Shares and Accountants' Certificate as to Adjustments.

(i) No fractional shares shall be issued upon conversion of the Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of such series the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.

(ii) Upon the occurrence of each adjustment or readjustment of the applicable Conversion Price of any series of Preferred Stock pursuant to this Section 4.3, the corporation, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of such series of Preferred Stock, by first-class mail, postage prepaid, a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement setting forth (A) the consideration received or to be received by the corporation for any Additional Stock, (B) the Conversion Price then in effect for such series, and (C) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of a share of such series of Preferred Stock.

(h) Notices of Record Date. In the event of any taking by this corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the corporation shall mail to each holder of Preferred Stock, at least 20 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right.

(i) Reservation of Stock Issuable upon Conversion. The corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of the Preferred Stock such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Preferred Stock, in addition to such other remedies as shall be available to the holder of such Preferred Stock, the corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

(j) Notices. Any notice required by the provisions of this
Section 4.3 to be given to the holders of shares of Preferred Stock shall be deemed given when personally delivered to such holder or five business days after the same has been deposited in the United States mail, certified or registered mail, return receipt requested, postage prepaid, and addressed to each holder of record at his address appearing on the books of the corporation.

(k) Taxes. The corporation will pay all taxes and other governmental charges that maybe imposed in respect of the issue or delivery of shares of Common Stock upon conversion of shares of Preferred Stock.

4.4 Merger, Consolidation.

(a) In the event of any consolidation or merger of the corporation with or into any other corporation or other entity or person, or a sale, conveyance or disposition of all or substantially all of the assets of the corporation, or any other corporate reorganization in which the corporation shall not be the continuing or surviving entity of such consolidation, merger or reorganization or any transaction or series of related transactions by the corporation in which in excess of 50 percent of the corporation's voting power is transferred, then holders of the Preferred Stock shall first receive for each share of such stock, in cash or securities received from the acquiring corporation or a combination thereof, at the closing of any such transaction, an amount equal to the applicable Issue Price for such share plus any dividends declared and unpaid as of the date of closing of such transaction. In the event the full amount of such payment is not paid to the holders of the Preferred Stock upon or immediately prior to such transaction in accordance herewith, then the entire amount payable in respect of the proposed transaction shall be distributed ratably among the holders of the Preferred Stock, according to their respective payment that would have been payable in respect of the shares held by them upon such transaction if all payments payable on or with respect to such shares were paid in full in accordance with the preceding sentence.

(b) After the distribution required by subsection (a) above has been paid, any remaining consideration to be paid in such transaction shall be distributed to the holders of Preferred Stock and Common Stock in the same proportion as the number of shares of Common Stock and Common Stock issuable upon the conversion of Preferred Stock then held by each of them bears to the total number of shares of Common Stock and Common Stock issuable upon conversion of Preferred Stock.

(c) Any securities to be delivered to the holders of the Preferred Stock pursuant to subsection 4.4(a) above shall be valued as follows:

(i) Securities not subject to investment letter or other similar restrictions on free marketability:

(A) If traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the 30-day period ending three days prior to the closing;

(B) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the 30-day period ending three days prior to the closing; and

(C) If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the corporation and the holders of a majority of the then outstanding shares of Preferred Stock (based on the number of shares of Common Stock into which the Preferred Stock is convertible).

(ii) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in (i)(A), (B) or (C) to reflect the approximate fair market value thereof, as mutually determined by the corporation and the holders of a majority of the number of shares of Common Stock into which the then outstanding shares of Preferred Stock are convertible).

(d) In the event the requirements of this Section 4.4 are not complied with, the corporation shall forthwith either:

(i) Cause such closing to be postponed until such time as the requirements of this Section 4.4 have been complied with; or

(ii) Cancel such transaction, in which event the rights, preferences and privileges of the holders of the Preferred Stock shall revert to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first notice referred to in subsection 4.4(e) hereof.

(e) The corporation shall give each holder of record of Preferred Stock written notice of such impending transaction not later than 20 days prior to the shareholders' meeting called to approve such transaction, or 20 days prior to the closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of this Section 4.4, and the corporation shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than 20 days after the corporation has given the first notice provided for herein or sooner than 10 days after the corporation has given notice of any material changes provided for herein; provided, however, that such periods may shortened upon the written consent of the holders of a majority of the number of shares of Common Stock into which the then outstanding shares of Preferred Stock are convertible.

(f) The provisions of this Section 4.4 are in addition to the protective provisions of Section 4.6 hereof.

4.5 Voting Rights.

Except as required by law, the holder of each share of Preferred Stock shall have the right to one vote for each share of Common Stock into which such share of Preferred Stock could then be converted, pursuant to
Section 4.3 hereof, and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled, notwithstanding any provision hereof, to notice of any shareholders' meeting in accordance with the bylaws of the corporation, and shall be entitled to vote, together with holders of Common Stock, with respect to any question upon which holders of Common Stock have the right to vote.

4.6 Protective Provisions.

So long as any shares of Series A or Series B Stock are outstanding, the corporation shall not, without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least a

majority of the number of shares then outstanding of the Series A Stock and the holders of at least a majority of the number of shares then outstanding of the Series B Stock:

(a) Issue, or obligate itself to issue, any equity security (including any security convertible into or exercisable for any equity security), with powers, designations, preferences or relative, participating, optional or other special rights prior to or on a parity with the Preferred Stock;

(b) Sell, convey or otherwise dispose of or encumber all or substantially all of its property or business, merge into or consolidate with any other corporation or entity, effect any transaction or series of related transactions in which more than 50 percent of the voting power of the corporation is disposed, liquidate, dissolve or wind up its affair, or enter into or engage in any plan of exchange;

(c) Purchase, redeem or otherwise acquire any equity security of the corporation, other than the repurchase of shares of Common Stock from employees or consultants of the corporation pursuant to the Stock Repurchase Agreement, the Buy-Out Agreement of the Shareholders of Radix MicroSystems, Inc., as amended, the Employee Restricted Stock Purchase Agreements or any successor agreements entered into by the corporation and certain of its employees and consultants; or

(d) Permit any Subsidiary of the corporation to issue or sell, or obligate itself to issue or sell, except to the corporation or any wholly owned Subsidiary, any equity security of such Subsidiary ("Subsidiary" shall mean any corporation at least 50 percent of whose outstanding voting stock shall at the time be owned directly indirectly by this corporation or by one or more Subsidiaries).

4.7 No Reissuance of Preferred Stock.

In the event any shares of Preferred Stock shall be purchased or converted, such shares shall be cancelled, retired and eliminated from the shares which the corporation is authorized to issue.

ARTICLE V

Repurchase of Shares

In determining whether the corporation has sufficient assets to repurchase shares of the Common Stock from its employees or consultants to the extent permitted by Article IV, such determination shall be made and any distribution to such shareholders may be made irrespective of any amount that would be needed if the corporation were to be dissolved to satisfy any preferential rights of the holders of Preferred Stock provided for in Article IV(D), Section 4.2 hereof.

ARTICLE VI

Preemptive Rights Denied

The corporation elects to waive preemptive rights.

ARTICLE VII

Indemnification

The corporation shall indemnify to the fullest extent permitted by law any person who is made, or threatened to be made, a party to an action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise (including an action, suit or proceeding by or in the right of the corporation) by reason of the fact that the person is or was a director of the corporation, or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to any employee benefit plans of the corporation, or serves or served at the request of the corporation as a director, or as a fiduciary of an employee benefit plan, of another corporation, partnership, joint venture, trust or other enterprise. The corporation shall pay for or reimburse the reasonable

expenses incurred by any such person in any such proceeding to the fullest extent not prohibited by law. This Article shall not be deemed exclusive of any other provisions for indemnification of directors, officers and fiduciaries that may be included in any statute, bylaw, agreement, resolution of shareholders or directors or otherwise, both as to action in the official capacity of the person indemnified and as to action in another capacity while holding office.

ARTICLE VIII

Limitation of Liability

No director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for conduct as a director; provided that this Article VIII shall not eliminate the liability of a director for any act or omission for which such elimination of liability is not permitted under the Oregon Business Corporation Act. No amendment to the Oregon Business Corporation Act that further limits the acts or omissions for which elimination of liability is permitted shall affect the liability of a director for any act or omission which occurs prior to the effective date of such amendment.

RADIX MICROSYSTEMS, INC.

Dated: June 23, 1989                           By  /s/ Glenford J. Myers
                                                   -----------------------------
                                                   Glenford J. Myers
                                                   President

ARTICLES OF AMENDMENT
TO SECOND RESTATED ARTICLES OF INCORPORATION
OF
RADIX MICROSYSTEMS, INC.

1. The name of the corporation is Radix MicroSystems, Inc.

2. Article I of the Second Restated Articles of Incorporation is amended to read in its entirety as follows:

Class or Series   Number of Shares     Number of Votes      Number of Votes     Number of Votes
  of Shares         Outstanding      Entitled to be Cast        Cast For         Cast Against
---------------   ----------------   -------------------   ------------------   ---------------
Common                4,202,008           4,202,008             4,202,008            -0-

Preferred             2,083,951           2,083,951             2,083,951            -0-

RADIX MICROSYSTEMS, INC.

By:  /s/ Glenford J. Myers
     ----------------------------------
     Glenford J. Myers
     President

ARTICLES OF AMENDMENT
TO SECOND RESTATED ARTICLES OF INCORPORATION
OF
RADISYS CORPORATION

1. The name of the corporation is RadiSys Corporation (the "Company").

2. The text of the amendments creating a new series of shares of Preferred Stock is as follows:

(a) Article IV, Section (D) of the Second Restated Articles is amended and restated to read as follows:

"(D) There shall be three series of Preferred Stock, with the respective designations, number of shares and issue prices (the "Issue Price") as follows:

Designation                    No. of Shares    Issues Price
-----------                    -------------    ------------
Series A Preferred Stock           355,556      $       4.22
("Series A Stock")

Series B Preferred Stock         1,820,988      $       2.70
("Series B Stock")

Series C Preferred Stock         2,159,504      $      1.389
("Series C Stock")

The rights, preferences, restrictions and other matters relating to the Preferred Stock are as follows:"

(b) The last sentence of Article IV, Section 4.3(a)(i) of the Second Restated Articles is amended and restated to read as follows:

"The Conversion Price per share for each series of Preferred Stock (the "Conversion Price") shall be as follows; provided, however, that the applicable Conversion Prices shall be subject to adjustment as set forth in subsection (c) below:

      Series            Conversion Price
--------------------    ----------------
Series A Stock          $           .422
Series B Stock          $           2.70
Series C Stock          $          1.389

(c) Article IV, section 4.3(c)(ii)(B) of the Second Restated Articles is amended and restated to read as follows:

"(B) Up to 5,000,000 shares of Common Stock (inclusive of all shares of Common Stock issued or deemed to be issued on or before the Purchase Date for the Series B Stock, and appropriately adjusted for any stock dividend, stock split, consolidation or recapitalization) issuable or issued to persons who are or become employees, consultants, directors or officers of the corporation, and any of such shares of Common Stock that are thereafter repurchased by the corporation and issued or deemed to be issued to persons who are or become employees, consultants, directors or officers of the corporation;"

(d) The first paragraph of. Article IV, Section 4.6 of the Second Restated Articles is amended and restated to read as follows:

"So long as any shares of Series A, Series B or Series C Stock are outstanding, the corporation shall not, without first obtaining the approval of the holders of at least a majority of the number of shares then outstanding of the Series A Stock, the holders of at least a majority of the number of shares then outstanding of the Series B Stock and the holders of at least a majority of the number of shares then outstanding of the Series C Stock, which consent may be evidenced by vote if a shareholder meeting is called or by written consent of the majority of each series without a shareholder meeting:"

3. The amendment was adopted on January 10, 1991.

4. The designation, number of outstanding shares and number of votes entitled to vote on this matter, and the number of votes cast for and against the amendment were as follows:

                                 Oustanding     Number      Votes       Votes
          Designation              Shares      of Votes    Cast For   Cast Against
------------------------------   ----------   ---------   ---------   ------------
Common Stock                      4,210,417   4,210,417   4,186,250        0

Series A Preferred Stock            355,560   3,555,560   3,555,560        0

Series B Preferred Stock          1,728,395   1,728,395   1,728,395        0

RADISYS CORPORATION

By:  /s/ Glenford J. Myers
     ---------------------------------
     Glenford J. Myers
     President

Person to contact about this filing: Annette M. Mulee at (503) 294-9666

ARTICLES OF AMENDMENT
TO SECOND RESTATED ARTICLES OF INCORPORATION
OF
RADISYS CORPORATION

1. The name of the corporation is RadiSys Corporation (the "Company").

2. The text of the amendment is as follows:

a. Article IV(D), Section 4.3(c)(ii)(B) of the Second Restated Articles of Incorporation of the Company is amended and restated to read in its entirety as follows:

"(B) Up to 5,200,000 shares of Common Stock (inclusive of all shares of Common Stock issued or deemed to be issued on or before April 22, 1994, and appropriately adjusted for any stock dividend, stock split, consolidation or recapitalization) issuable or issued to persons who are or become employees, consultants, directors or officers of the corporation, and any of such shares of Common Stock that are thereafter repurchased by the corporation and issued or deemed to be issued to persons who are or become employees, consultants, directors or officers of the corporation;"

3. The amendment was adopted on June 2,1994.

4. The designation, number of outstanding shares and number of votes entitled to vote on this matter, and the number of votes cast for and against the amendment were as follows:

                      Outstanding      Number         Votes          Votes
    Designation         Shares        of Votes       Cast For     Cast Against
------------------    -----------    -----------    ----------    ------------
      Common           4,740,821       4,740,821     3,858,637         0

Series A Preferred       355,560       3,555,560     3,555,560         0

Series B Preferred     1,728,395       1,728,395     1,728,395         0

Series C Preferred     2,159,504       2,159,504     2,159,504         0

RADISYS CORPORATION

By:  /s/ Glenford J. Myers
     ------------------------------
     Glenford J. Myers
     President

5. The person to contact about this filing is Annette M. Mulee at (503) 294-9666.

ARTICLES OF AMENDMENT
TO SECOND RESTATED ARTICLES OF INCORPORATION
OF
RADISYS CORPORATION

1. The name of the corporation is RadiSys Corporation (the "Company").

2. The text of the amendment is as follows:

Article IV(A), of the Second Restated Articles of Incorporation of the Company is amended and restated to read in its entirety as follows:

A. The aggregate number of shares which the Corporation shall have authority to issue shall consist of 15,000,000 shares of common stock, without par value ("Common Stock"), and 10,000,000 shares of preferred stock, par value $.01 per share ("Preferred Stock").

When this amendment becomes effective, each of the shares of Common Stock issued and outstanding immediately prior to the time this amendment becomes effective shall be reclassified and changed into and constitute 1/3.3 of one share of fully paid Common Stock of the Corporation without further action of any kind. No fractional shares shall be issued on reclassification of the Common Stock and the number of shares of Common Stock for which the Common Stock is reclassified shall be rounded up to the nearest whole number.

3. The amendment was adopted on August 22, 1995 and shall be effective as of that date.

4. Shareholder action was required to adopt the amendment. The shareholder vote was as follows:

                      Outstanding      Number         Votes         Votes
    Designation          Shares       of Votes       Cast For     Cast Against
------------------    -----------    -----------    ----------    ------------
      Common           4,962,849      4,203,202     4,203,202          -0-

Series A Preferred       355,556        355,556       355,556          -0-

Series B Preferred     1,728,395      1,728,395     1,728,395          -0-

Series C Preferred     2,159,504      2,159,504     2,159,504          -0-

RADISYS CORPORATION

By:  /s/ Glenford J. Myers
     ----------------------------
     Glenford J. Myers
     President

5.The person to contact about this filing is John Watkins at (503) 646-1800.

ARTICLES OF AMENDMENT
TO SECOND RESTATED ARTICLES OF INCORPORATION
OF
RADISYS CORPORATION

1. The name of the corporation is RadiSys Corporation (the "Corporation").

2. Article IV(A), of the Second Restated Articles of Incorporation of the Corporation is amended and restated to read in its entirety as follows:

The aggregate number of shares which the Corporation shall have authority to issue shall consist of 50,000,000 shares of common stock, without par value ("Common Stock"), and 10,000,000 shares of preferred stock, par value $.01 per share ("Preferred Stock").

3. The amendment was adopted by the shareholders of the Corporation on May 20, 1997.

4. Shareholder action was required to adopt the amendment. The shareholder vote was as follows:

               Outstanding      Number       Votes          Votes
Designation       Shares       of Votes     Cast For     Cast Against
-----------    -----------    ---------    ---------    ------------
  Common        7,560,377     7,560,377    4,624,324      1,240,980

5. The person to contact about this filing is Peter Bragdon, at (503) 294-9517.

Dated: June 23, 1997.

RADISYS CORPORATION

By:  /s/ Annette M. Mulee
     --------------------------------
     Annette M. Mulee
     Secretary

ARTICLES OF AMENDMENT
TO SECOND RESTATED ARTICLES OF INCORPORATION
OF
RADISYS CORPORATION

1. The name of the corporation is RadiSys Corporation (the "Corporation").

2. Article IV(A) of the Second Restated Articles of Incorporation of the Corporation is amended and restated to read in its entirety as follows:

The aggregate number of shares which the corporation shall have authority to issue shall consist of 100,000,000 shares of. common stock, without par value ("Common Stock"), and 10,000,000 shares of preferred stock, par value $.01 per share ("Preferred Stock").

3. The amendment was adopted by the shareholders of the Corporation on May 16, 2000.

4. Shareholder action was required to adopt the amendment. The shareholder vote was as follows:

               Outstanding      Number        Votes          Votes
Designation       Shares       of Votes     Cast For     Cast Against
-----------    -----------    ----------   ----------   -------------
  Common        16,853,421    16,853,421   13,452,482     1,100,138

5. The person to contact about this filing is Mary P. Pounds at (503) 294-9832.

Dated: May 17, 2000.

RADISYS CORPORATION

By:   /s/ Stephen F. Loughlin
      --------------------------------
      Stephen F. Loughlin
      Vice President of Finance and
      Administration and
      Chief Financial Officer

                                                                     EXHIBIT 4.3

COMMON STOCK                                                        COMMON STOCK

RSYS                                 RADISYS
                                   CORPORATION

INCORPORATED UNDER THE LAWS OF                        SEE REVERSE FOR CERTAIN
     THE STATE OF OREGON                           RESTRICTIONS AND DEFINITIONS
                                                        CUSIP 750459 10 9

This certifies that

                                    SPECIMEN

is the owner of

SHARES OF THE COMMON STOCK OF

RADISYS CORPORATION

transferable on the books of the corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed.

This certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.

WITNESS the facsimile signatures of the duly authorized officers of the Corporation.

Dated:

            SECRETARY                                     PRESIDENT

                                    COUNTERSIGNED AND REGISTERED:
                                          Mellon Investor Services LLC
                                        TRANSFER AGENT AND REGISTRAR

                                    BY

                                            AUTHORIZED SIGNATURE

RADISYS CORPORATION

The Corporation is authorized to issue different classes of shares or different series within a class. The Corporation will furnish to any shareholder upon request and without charge a full statement of the designations, preferences, limitations and relative rights applicable to each class authorized to be issued and the variations in the rights, preferences and limitations between the shares of each series so far as the same has been determined. The board of directors is authorized to determine the relative rights and preferences of a series before the issuance of any shares of that series.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

                                 (Oregon Custodians use the following)
TEN COM - as tenants in common   (Name) CUST UL OREG (Name) MIN - ..............
TEN ENT - as tenants by the        as Custodian under the laws of Oregon, for ..
          entireties               a minor
JT TEN  - as joint tenants with  (Name) CUST (Name) (State) UNIF GIFT MIN ACT -
          rights of survivorship ............... Custodian .....................
          and not as tenants in        (Cust)                (Minor)
          common                 Under ............ Uniform Gifts to Minors Act
                                         (State)

Additional abbreviations may also be used though not in the above list.

For Value Received, ______________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

_________________________________________________________________________ shares of the common stock represented by the within certificate, and do hereby irrevocably constitute and appoint______________________________________________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated _________________________

Signature(s) Guaranteed:

EXHIBIT 4.4

RADISYS CORPORATION
STOCK PLAN
FOR CONVEDIA EMPLOYEES

1. PURPOSES OF THE PLAN. The purposes of this Plan are:

- to provide additional incentive to Employees, and

- to promote the success of the business of the Company and its subsidiaries.

Awards granted under the Plan may be Options, Restricted Stock or Restricted Stock Units as determined by the Administrator at the time of grant. The Plan is being established to permit Awards to Employees of Convedia following the acquisition of Convedia by the Company pursuant to the Arrangement. The Plan is intended to comply with the National Association of Securities Dealers, Inc.'s ("NASD") Marketplace Rule 4350 which provides an exception to the NASD stockholder approval requirement for the issuance of securities with regard to grants to new Employees of the Company, including grants to transferred Employees in connection with a merger or other acquisition.

2. DEFINITIONS. As used herein, the following definitions shall apply:

(a) "Administrator" means the Committee.

(b) "Applicable Laws" means the requirements relating to the administration of equity compensation plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws of any other country or jurisdiction where Awards are granted under the Plan.

(c) "Arrangement" means the Arrangement Agreement, dated as of July 26, 2006, between Convedia, RadiSys Canada, Inc. and the Company.

(d) "Award" means, individually or collectively, a grant under the Plan of Options, Restricted Stock or Restricted Stock Units.

(e) "Award Agreement" means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.

(f) "Awarded Stock" means the Common Stock subject to an Award.

(g) "Board" means the Board of Directors of the Company.

(h) "Convedia" means Convedia Corporation, a corporation incorporated under the laws of Canada and a wholly-owned subsidiary of the Company.

(i) "Closing Date" means the closing date of the Arrangement.

(j) "Code" means the Internal Revenue of 1986, as amended, and any applicable regulations promulgated thereunder.

(k) "Committee" means the Compensation and Development Committee duly appointed by the Board to administer the Plan and having such powers as shall be specified by the Board. Such Compensation and Development Committee shall consist of two or more directors, all of whom are "non-employee directors" within the meaning of Rule 16b-3 under the Exchange Act and "independent directors" within the meaning of NASD Rule 4200(a)(15).

(l) "Common Stock" means the common stock of the Company.

(m) "Company" means RadiSys Corporation.

(n) "Disability" means a medically determinable mental or physical impairment which is expected to result in death or which has lasted or is expected to last for a continuous period of 12 months or more and which causes the Participant to be unable, in the opinion of the Committee and two independent physicians, to perform his or her duties as an Employee and to be engaged in any substantial gainful activity.

(o) "Employee" means: (i) any person employed by Convedia who was an employee of Convedia on the Closing Date and continues to be in active employment or service of Convedia after the Closing Date and (ii) any person who becomes an employee of Convedia following the Closing Date. In no event may Awards be granted under the Plan to any person who was employed by, or who rendered services to, the Company or any of its subsidiaries immediately prior to the Closing Date or immediately prior to becoming an employee of Convedia. An individual shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or Convedia or (ii) transfers between locations of the Company or locations of Convedia or between the Company, any subsidiary of the Company, or any successor. Neither service as a member of the board of directors of Convedia nor as a consultant to Convedia shall constitute employment for purposes of the Plan.

(p) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(q) "Fair Market Value" means, as of any date, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq Global Select Market of the National Association of Securities Dealers, Inc. Automated Quotation ("Nasdaq") System, the Fair Market Value of a Share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such system or exchange (or the exchange with the greatest volume of trading in Common Stock) on the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii) If the Common Stock is quoted on the Nasdaq System (but not on the Nasdaq Global Select Market thereof) or is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the last market trading day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(iii) In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Administrator.

(r) "Notice of Grant" means a written or electronic notice evidencing certain terms and conditions of an individual Award. The Notice of Option Grant is the Option Agreement.

(s) "Option" means a non-statutory stock option granted pursuant to the Plan. Options granted under the Plan are not intended to qualify as incentive stock options under Section 422 of the Code.

(t) "Option Agreement" means the Notice of Option Grant or any other written or electronic agreement between the Company and a Participant evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan.

(u) "Participant" means the holder of an outstanding Award granted under the Plan.

(v) "Plan" means this RadiSys Corporation Stock Plan for Convedia Employees.

(w) "Restricted Stock" means Shares granted pursuant to Section 9 of the Plan.

(x) "Restricted Stock Unit" means an award of a right to receive a Share at a future date granted pursuant to Section 10 of the Plan.

(y) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.

(z) "Share" means a share of the Common Stock, as adjusted in accordance with Section 13 of the Plan.

3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares which may be issued under the Plan is equal to 365,000 Shares. Any Shares subject to an Award shall be counted against the numerical limits of this Section 3 as one Share for every Share subject thereto.

The Shares may be authorized, but unissued, or reacquired Common Stock.

If an Award expires or becomes unexercisable without having been exercised in full, or, with respect to Restricted Stock or Restricted Stock Units, is forfeited to or repurchased by the Company, the unpurchased Shares (or for Awards other than Options, the forfeited or repurchased Shares) which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan under any Award shall not be returned to the Plan and shall not become available for future distribution under the Plan; provided, however, if unvested Shares of Restricted Stock are repurchased by the Company or are forfeited to the Company, such Shares shall become available for future grant under the Plan. Shares used to pay the exercise price of an Option shall become available for future grant or sale under the Plan. However, Shares used to satisfy tax withholding obligations shall not become available for future grant or sale under the Plan.

4. ADMINISTRATION OF THE PLAN.

(a) Powers of the Administrator. Subject to the provisions of the Plan and the specific duties delegated by the Board, the Administrator shall have the authority, in its discretion:

(i) to determine the Fair Market Value of the Common Stock, in accordance with Section 2(q) of the Plan;

(ii) to select the Employees to whom Awards may be granted hereunder;

(iii) to determine whether and to what extent Awards or any combination thereof, are granted hereunder;

(iv) to determine the number of Shares to be covered by each Award granted hereunder;

(v) to approve forms of agreement for use under the Plan;

(vi) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options may be exercised or other Awards vest (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the shares of Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

(vii) to construe and interpret the terms of the Plan and Awards;

(viii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws;

(ix) to modify or amend each Award (subject to Section 8(c) and
Section 15(b) of the Plan), including the discretionary authority to extend the post-termination exercisability period of Options longer than is otherwise provided for in the Plan;

(x) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;

(xi) to allow Participants to satisfy all or part of their withholding tax obligations by electing to have the Company or Convedia, as the case may be, withhold from the Shares or cash to be issued upon exercise or vesting of an Award that number of Shares or cash having a Fair Market Value equal to the minimum amount required to be withheld (but no more). The Fair Market Value of any Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares or cash withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable;

(xii) to determine the terms and restrictions applicable to Awards;

(xiii) to impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by a Participant of any Shares issued as a result of or under an Award, including without limitation, (A) restrictions under an insider trading policy, and (B) restrictions as to the use of a specified brokerage firm for such resales or other transfers; and

(xiv) to make all other determinations deemed necessary or advisable for administering the Plan.

(b) Effect of Administrator's Decision. The Administrator's decisions, determinations and interpretations shall be final and binding on all Participants and any other holders of Awards.

5. ELIGIBILITY. Options, Restricted Stock and Restricted Stock Units may be granted only to Employees.

6. NO EMPLOYMENT RIGHTS. Neither the Plan nor any Award shall confer upon a Participant any right with respect to continuing the Participant's employment with the Company or its subsidiaries, nor shall they interfere in any way with the Participant's right or the Company's or subsidiary's right, as the case may be, to terminate such employment at any time, with or without cause or notice.

7. TERM OF PLAN. The Plan shall become effective on the Closing Date and shall continue in effect for a term of 10 years after such date.

8. STOCK OPTIONS.

(a) Term. The term of each Option shall be stated in the Notice of Grant; provided, however, that the term shall be no longer than 10 years from the date of grant.

(b) Option Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined by the Administrator and shall be no less than 100% of the Fair Market Value per Share on the date of grant.

(c) No Repricing. The exercise price for an Option may not be reduced. This shall include, without limitation, a repricing of the Option as well as an Option exchange program whereby the Participant agrees to cancel an existing Option in exchange for an Option or other Award.

(d) Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator shall fix the period within which the Option may be exercised and shall determine any conditions which must be satisfied before the Option may be exercised. In so doing, the Administrator may specify that an Option may not be exercised until the completion of a service period or until performance milestones are satisfied.

(e) Form of Consideration. The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method of payment. Subject to Applicable Laws, such consideration may consist entirely of:

(i) cash;

(ii) check;

(iii) other Shares which (A) in the case of Shares acquired upon exercise of an Option, have been owned by the Participant for more than six months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised;

(iv) delivery of a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale proceeds required to pay the exercise price;

(v) a reduction in the amount of any Company liability to the Participant, including any liability attributable to the Participant's participation in any Company-sponsored deferred compensation program or arrangement;

(vi) any combination of the foregoing methods of payment; or

(vii) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Law; provided, however, that in no case will loans be permitted as consideration for exercising an Option hereunder.

(f) Exercise of Option; Rights as a Stockholder. Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement.

An Option shall be deemed exercised when the Company receives: (i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Participant. Until the stock certificate evidencing such Shares is issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the optioned stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 13 of the Plan.

Exercising an Option in any manner shall decrease the number of Shares thereafter available for sale under the Option, by the number of Shares as to which the Option is exercised.

(g) Termination of Employment. If a Participant's employment with the Company and its subsidiaries terminates, other than upon the Participant's death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the vested portion of the Option shall remain exercisable for three months following the Participant's termination. If, on the date of termination, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Participant does not exercise the vested portion of his or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(h) Disability. If a Participant terminates employment with the Company and its subsidiaries as a result of the Participant's Disability, the Participant may exercise the vested portion of his or her Option for 12 months following the Participant's termination (but in no event may the Option be exercised later than the expiration of the term of such Option as set forth in the Option Agreement). If, on the date of termination, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Participant does not exercise the vested portion of his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(i) Death of Participant. If a Participant dies while employed by the Company or any of its subsidiaries, the vested portion of the Option may be exercised for 12 months following the Participant's death (but in no event may the Option be exercised later than the expiration of the term of such Option as set forth in the Option Agreement), by the Participant's designated beneficiary, provided such beneficiary has been designated prior to the Participant's death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then the vested portion of such Option may be exercised by the personal representative of the Participant's estate or by the person(s) to whom the Option is transferred pursuant to the Participant's will or in accordance with the laws of descent and distribution. If the vested portion of the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

9. RESTRICTED STOCK.

(a) Grant of Restricted Stock. Subject to the terms and conditions of the Plan, Restricted Stock may be granted to Participants at any time as shall be determined by the Administrator, in its sole discretion. The Administrator shall have complete discretion to determine (i) the number of Shares subject to a Restricted Stock Award granted to any Participant, and (ii) the conditions that must be satisfied, which typically will be based on continued provision of services but may include a performance-based component, upon which is conditioned the grant, vesting or issuance of Restricted Stock.

(b) Other Terms. The Administrator, subject to the provisions of the Plan, shall have complete discretion to determine the terms and conditions of Restricted Stock granted under the Plan. Restricted Stock grants shall be subject to the terms, conditions, and restrictions determined by the Administrator at the time the stock is awarded. Any certificates representing the Shares of Restricted Stock awarded shall bear such legends as shall be determined by the Administrator.

(c) Restricted Stock Award Agreement. Each Restricted Stock grant shall be evidenced by an agreement that shall specify the purchase price (if any) and such other terms and conditions as the Administrator, in its sole discretion, shall determine; provided, however, if the Restricted Stock grant has a purchase price, such purchase price must be paid no more than 10 years following the date of grant.

10. RESTRICTED STOCK UNITS.

(a) Grant of Restricted Stock Units. Subject to the terms and conditions of the Plan, Restricted Stock Units may be granted to Participants at any time as shall be determined by the Administrator, in its sole discretion. The Administrator shall have complete discretion to determine (i) the number of Shares subject to a Restricted Stock Unit Award granted to any Participant, and
(ii) the conditions that must be satisfied, which typically will be based on continued provision of services but may include a performance-based component, upon which is conditioned the grant or vesting of Restricted Stock Units. Under Restricted Stock Units, the Company will issue Shares to the Participant only if certain vesting conditions are satisfied. Until the Shares are issued, a Participant receiving Restricted Stock Units shall have no rights as a stockholder of the Company.

(b) Other Terms. The Administrator, subject to the provisions of the Plan, shall have complete discretion to determine the terms and conditions of Restricted Stock Units granted under the Plan. Restricted Stock Unit grants shall be subject to the terms, conditions, and restrictions determined by the Administrator at the time the Restricted Stock Unit is awarded.

(c) Restricted Stock Unit Award Agreement. Each Restricted Stock Unit grant shall be evidenced by an agreement that shall specify such terms and conditions as the Administrator, in its sole discretion, shall determine.

11. LEAVES OF ABSENCE. Unless the Administrator provides otherwise or except as otherwise required by Applicable Laws, vesting of Awards granted hereunder shall continue during a medical, family or military leave of absence whether paid or unpaid, or during any other leave of absence approved by the Administrator.

12. NON-TRANSFERABILITY OF AWARDS. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the recipient, only by the recipient. If the Administrator makes an Award transferable, such Award shall contain such additional terms and conditions as the Administrator deems appropriate; provided, however, no Option shall in any event be transferable for value.

13. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

(a) Adjustments. Except to the extent that such adjustments would require action by the stockholders of the Company, the number of shares of Common Stock covered by each outstanding Award, the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award, as well as the price per share of Common Stock covered by each such outstanding Award shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Award.

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for a Participant to have the right to exercise his or her Option until 10 days prior to such transaction as to all of the Awarded Stock covered thereby, including Shares as to which the Award would not otherwise be exercisable. In addition, the Administrator may provide that any Company repurchase option or forfeiture rights applicable to any Award shall lapse 100%, and that any Award vesting shall accelerate 100%, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised (with respect to Options) or vested (with respect to other Awards), an Award will terminate immediately prior to the consummation of such proposed action.

(c) Mergers, Reorganizations, Etc. In the event of a merger, consolidation, plan of exchange, acquisition of property or stock, separation, reorganization or liquidation to which the Company or a subsidiary is a party or a sale of all or substantially all of the Company's assets (each, a "Transaction"), the Committee shall, in its sole discretion and to the extent possible under the structure of the Transaction, select one of the following alternatives for treating outstanding Awards under the Plan:

(i) Outstanding Awards shall remain in effect in accordance with their terms.

(ii) Each outstanding Award shall be assumed or an equivalent Award shall be substituted by the successor corporation or a parent or subsidiary of the successor corporation. The amount, type of securities subject thereto and, if applicable, exercise price of the assumed or substituted Awards shall be determined by the Committee, taking into account the relative values of the companies involved in the Transaction and the exchange ratio, if any, used in determining shares of the successor corporation, or parent or subsidiary thereof, to be issued to holders of Shares. Unless otherwise determined by the Committee, the assumed or substituted Awards shall be vested only to the extent that the vesting requirements relating to Awards granted hereunder have been satisfied.

(iii) The Committee shall provide a 30-day period prior to the consummation of the Transaction during which outstanding Options may be exercised to the extent then exercisable, and upon the expiration of such 30-day period, all unexercised Options shall immediately terminate. The Committee may, in its sole discretion, accelerate the exercisability of Options so that they are exercisable in full during such 30-day period. The Committee may also, in its sole discretion, accelerate the vesting of Restricted Stock or Restricted Stock Unit Awards.

14. DATE OF GRANT. The date of grant of an Award shall be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator; provided, however, the date of grant of an Option shall be the date when the Option is granted and its exercise price is set, consistent with Applicable Laws and applicable financial accounting rules. Notice of the determination shall be provided to each Participant within a reasonable time after the date of such grant.

15. AMENDMENT AND TERMINATION OF THE PLAN.

(a) Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan; provided, however, that the Board itself may not make any amendment that would require approval by the Company's stockholders under Applicable Law, regulation or rule or by the rules of any stock exchange, including, without limitation, the rules of the Nasdaq System, on which the Company's Common Stock is traded.

(b) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing (or electronic format) and signed by the Participant and the Company.

(c) 409A Savings Clause. Notwithstanding any other provision of this Plan or any Award Agreement to the contrary, the Board or the Committee may, in good faith, amend the Plan or any outstanding Award Agreement without Participant consent to the extent necessary, appropriate or desirable to comply with the requirements under Section 409A of the Code or to prevent the Participant from being subject to any additional tax or penalty under Section 409A of the Code, while maintaining to the maximum extent practicable the original intent of the Plan and the Award Agreement. Notwithstanding the foregoing, neither the Company nor any subsidiary of the Company, nor the Committee, shall be liable to any Employee or Participant if an Award is subject to Section 409A of the Code, or the Participant otherwise is subject to any additional tax or penalty under
Section 409A of the Code.

16. CONDITIONS UPON ISSUANCE OF SHARES.

(a) Legal Compliance. Shares shall not be issued pursuant to the exercise of an Award unless the exercise of the Award or the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance.

(b) Investment Representations. As a condition to the exercise or receipt of an Award, the Company may require the person exercising or receiving such Award to represent and warrant at the time of any such exercise or receipt that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

17. WITHHOLDING. The Company's obligations hereunder in connection with any Award shall be subject to applicable U.S., federal, state and local withholding tax requirements and the applicable withholding tax requirements of any other country or jurisdiction.

18. NO FRACTIONAL SHARES. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, including on account of any action under Section 13 of the Plan. In the case of Awards to Participants, the Committee shall determine, in its discretion, whether cash shall be paid in lieu of such fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.

19. LIABILITY OF COMPANY.

(a) Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

(b) Grants Exceeding Allocated Shares. If the Awarded Stock covered by an Award exceeds, as of the date of grant, the number of Shares which may be issued under the Plan, such Award shall be void with respect to such excess Awarded Stock.

20. RESERVATION OF SHARES. The Company, during the term of the Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

EXHIBIT 4.5

U.S.

[RADISYS LOGO]

5445 NE Dawson Creek Drive
Hillsboro, OR 97124

NOTICE OF OPTION GRANT

Recipient: NAME
ID: ####

Congratulations! You have been awarded a non-qualified Option grant by RadiSys Corporation (the "Company"), to purchase Shares of Common Stock of the Company, subject to the terms and conditions of the Stock Plan for Convedia Employees (the "Plan") and this Option Notice, as outlined below. Options are a valuable component of your Total Compensation program and offer an opportunity to share in the Company's success over the long term.

GRANT NUMBER   GRANT DATE   GRANT TYPE   SHARES GRANTED   GRANT PRICE
------------   ----------   ----------   --------------   -----------
  ####         00/00/2006       NQ             ##          US$##.##

Shares       Vest Type        Full Vest      Expiration
------      ------------      ---------      ----------
            On Vest Date
              Monthly

By accepting this Option grant and exercising any portion of your Option, you agree to comply with all the terms of the Plan and this notification.

The Plan is discretionary in nature and may be amended, cancelled, or terminated at any time. The grant of Options is a one-time benefit offered solely to employees of Convedia Corporation ("Convedia"), a wholly-owned subsidiary of the Company, and does not create any contractual or other right to receive a grant of Options or benefits in lieu of Options in the future.

Your Option may not be assigned, sold, encumbered, or in any way transferred or alienated.

Options covered by this Grant Notice may have certain tax consequences at the time of exercise. You are encouraged to obtain independent tax advice before exercising any Options.

Vesting and the duration of your Option are both subject to your continual employment with the Company or one of its subsidiaries. Vesting will stop and your Options will automatically expire three months after termination of your employment with the Company or one of its subsidiaries.

U.S.

Your Option is not transferable, does not imply any right to continued employment and may be exercised only by you.

E*TRADE

Your Option grant details have been posted on-line at www.etrade.com/stockplans. Your "stock plan" account will allow you to view your current balance of vested/unvested Options, exercise vested Options and initiate a variety of other Option management services.

KIM MOORE is RadiSys' Stock Plan Administrator. Please contact her at 503-615-1744 or via email kim.moore@radisys.com if you have any questions or concerns regarding the accuracy of Option data listed on-line, received Option grant documents, the process for exercising Options and/or terms and conditions of the Plan.

EXHIBIT 4.6

Canada

[RADISYS LOGO]

5445 NE Dawson Creek Drive
Hillsboro, OR 97124

GRANT NUMBER   GRANT DATE   GRANT TYPE   SHARES GRANTED   GRANT PRICE
   ####        00/00/2006      NQ              ##           US$##.##

Shares       Vest Type        Full Vest      Expiration
------      ------------      ---------      ----------
            On Vest Date
              Monthly

By accepting this Option grant and exercising any portion of your Option, you agree to comply with all the terms of the Plan and this notification.

The Plan is discretionary in nature and may be amended, cancelled, or terminated at any time. The grant of Options is a one-time benefit offered solely to employees of Convedia Corporation ("Convedia"), a wholly-owned subsidiary of the Company, and does not create any contractual or other right to receive a grant of Options or benefits in lieu of Options in the future.

You agree that your participation in the Plan is voluntary, and that you have not been induced to accept this grant by expectation of employment or continued employment with the Company, Convedia or any other subsidiary of the Company. You further covenant that you are an employee in active employment with Convedia.

The value of the Company Option is an extraordinary item of compensation outside the scope of your employment contract, if any. As such, the Option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments.

The future value of the underlying Shares of the Company's Common Stock is unknown and cannot be predicted with certainty. If the Company Common Stock underlying your Options does not increase in value, or if such Common Stock decreases in value, the Options will have no value.

Canada

You are responsible for obtaining all necessary exchange control approvals or making filings, where required, in order to remit payment for the purchase price of Shares subject to the Option to the Company.

You acknowledge and consent to the collection, use, processing and transfer of personal data as described in this paragraph. You understand that the Company and its subsidiaries hold certain personal information about you, including your name, home address and telephone number, date of birth, social security number, social insurance number or other employee identification number, salary, nationality, job title, any Shares of Common Stock or directorships held in the Company, details of all Options or any other entitlement to Shares of Common Stock awarded, canceled, purchased, vested, unvested or outstanding in your favor, for the purpose of managing and administering the Plan ("Data"). You further understand that the Company and/or its subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan, and that the Company and/or any of its subsidiaries may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. You understand that these recipients may be located in the United States and elsewhere. You authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares of Common Stock on your behalf to a broker or other third party with whom you may elect to deposit any Shares of Common Stock acquired pursuant to the Plan. You understand and further authorize the Company and/or any of its subsidiaries to keep Data in your personnel file. You also understand that you may, at any time, review Data, require any necessary amendments to Data or withdraw the consents herein in writing by contacting the Company. You further understand that withdrawing your consent may affect your ability to participate in the Plan.

You will have no entitlement to compensation or damages in consequence of the termination of your employment by the Company or any of its subsidiaries for any reason whatsoever and whether or not in breach of contract, insofar as such entitlement arises or may arise from your ceasing to have rights under or to be entitled to vest in any Options as a result of such termination or from the loss or diminution in value of the same and, upon grant, you will be deemed irrevocably to have waived such entitlement. Any reference in the Plan or in this Option Notice to the time when you "terminate employment" or words of similar import shall be a reference to the time when you cease to be in active employment with the Company and all of its subsidiaries and, for such purpose, if the Company or any of its subsidiaries has made payment in lieu of notice to you or has dismissed you with or without notice, you shall cease to be in active employment with the Company and all of its subsidiaries on the date when the Company or any of its subsidiaries required you to stop reporting to work.

Your Option may not be assigned, sold, encumbered, or in any way transferred or alienated.

The Plan is governed by and subject to U.S. law. Interpretation of the Plan and your rights under the Plan will be governed by provisions of U.S. law. Notwithstanding the foregoing, you acknowledge that the tax laws of Canada will also apply to you in respect of the Plan and this Option Notice.

You agree that you will comply with all Applicable Laws in connection with this Option grant and the acquisition and sale of any Shares of Common Stock of the Company issued hereunder and will indemnify and hold the Company and all of its subsidiaries harmless from and against any loss, cost or expense incurred by the Company or any of its subsidiaries in connection with any breach or default under such Applicable Laws.

Options covered by this Option Notice may have certain tax consequences at the time of exercise. You are encouraged to obtain independent tax advice before exercising any Options. By signing below, you acknowledge that you have received independent legal counsel or have decided, voluntarily without influence from the Company or any of its subsidiaries, that you do not need to seek such independent legal advice in relation to this Option Notice, the Plan and all related documents.

You will be liable for any and all U.S. and Canadian federal, state, provincial or local taxes, pension plan contributions, employment insurance premiums and other levies of any kind required by law to be

Canada

deducted or withheld with respect to the grant and exercise of this Option (collectively, the "Withholding Taxes"). You acknowledge that the Company and Convedia shall have the right to deduct and withhold all required Withholding Taxes from any Shares, payment or other consideration deliverable to you. The Company may, prior to and as a condition of issuing any Shares pursuant to the exercise of this Option, require you to pay any required Withholding Taxes or to satisfy the Company in a manner acceptable to the Company that any required Withholding Taxes will be paid.

Vesting and the duration of your Option are both subject to your continual employment with the Company or any of its subsidiaries. Vesting will stop and your Options will automatically expire three months after termination of your employment with the Company or any of its subsidiaries. Your Option is not transferable, does not imply any right to continued employment and may be exercised only by you.

By signing below, you acknowledge all of the above as well as that you have received the Plan document, this Option Notice and prospectus and agree that your participation in the Plan is governed by the terms and conditions set forth in the Plan document and this Option Notice, and to the extent not inconsistent, the prospectus.

E*TRADE

Your Option grant details have been posted on-line at www.etrade.com/stockplans. Your "stock plan" account will allow you to view your current balance of vested/unvested Options, exercise vested Options and initiate a variety of other Option management services.

Kim Moore is RadiSys' Stock Plan Administrator. Please contact her at 503-615-1744 or via email kim.moore@radisys.com if you have any questions or concerns regarding the accuracy of Option data listed on-line, received Option grant documents, the process for exercising Options and/or terms and conditions of the Stock Plan for Convedia Employees.

I hereby acknowledge the terms and conditions of this Option grant as detailed above.

EXHIBIT 4.7

International

[RADISYS LOGO]

5445 NE Dawson Creek Drive
Hillsboro, OR 97124

GRANT NUMBER   GRANT DATE   GRANT TYPE   SHARES GRANTED   GRANT PRICE
   ####        00/00/2006       NQ             ##           US$##.##

Shares       Vest Type        Full Vest      Expiration
------      ------------      ---------      ----------
            On Vest Date
              Monthly

By accepting this Option grant and exercising any portion of your Option, you agree to comply with all the terms of the Plan and this notification.

The Plan is discretionary in nature and may be amended, cancelled, or terminated at any time. The grant of Options is a one-time benefit offered solely to employees of Convedia Corporation ("Convedia"), a wholly-owned subsidiary of the Company, and does not create any contractual or other right to receive a grant of Options or benefits in lieu of Options in the future.

Your participation in the Plan is voluntary. The value of the Company Option is an extraordinary item of compensation outside the scope of your employment contract, if any. As such, the Option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments.

The future value of the underlying Shares of the Company's Common Stock is unknown and cannot be predicted with certainty. If the Company Common Stock underlying your Options does not increase in value, or if such Common Stock decreases in value, the Options will have no value.

You are responsible for obtaining all necessary exchange control approvals or making filings, where required, in order to remit payment for the purchase price of Shares subject to the Option to the Company.

You acknowledge and consent to the collection, use, processing and transfer of personal data as described in this paragraph. You understand that the Company and its subsidiaries hold certain

International

personal information about you, including your name, home address and telephone number, date of birth, social security number, social insurance number or other employee identification number, salary, nationality, job title, any Shares of Common Stock or directorships held in the Company, details of all Options or any other entitlement to Shares of Common Stock awarded, canceled, purchased, vested, unvested or outstanding in your favor, for the purpose of managing and administering the Plan ("Data"). You further understand that the Company and/or its subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan, and that the Company and/or any of its subsidiaries may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. You understand that these recipients may be located in the United States and elsewhere. You authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares of Common Stock on your behalf to a broker or other third party with whom you may elect to deposit any Shares of Common Stock acquired pursuant to the Plan. You understand and further authorize the Company and/or any of its subsidiaries to keep Data in your personnel file. You also understand that you may, at any time, review Data, require any necessary amendments to Data or withdraw the consents herein in writing by contacting the Company. You further understand that withdrawing your consent may affect your ability to participate in the Plan.

You will have no entitlement to compensation or damages in consequence of the termination of your employment by the Company or any of its subsidiaries for any reason whatsoever and whether or not in breach of contract, insofar as such entitlement arises or may arise from your ceasing to have rights under or to be entitled to vest in any Options as a result of such termination or from the loss or diminution in value of the same and, upon grant, you will be deemed irrevocably to have waived such entitlement.

Your Option may not be assigned, sold, encumbered, or in any way transferred or alienated.

The Plan is governed by and subject to U.S. law. Interpretation of the Plan and your rights under the Plan will be governed by provisions of U.S. law.

Options covered by this Option Notice may have certain tax consequences at the time of exercise. You are encouraged to obtain independent tax advice before exercising any Options.

Vesting and the duration of your Option are both subject to your continual employment with the Company or any of its subsidiaries. Vesting will stop and your Options will automatically expire three months after termination of your employment with the Company or any of its subsidiaries. Your Option is not transferable, does not imply any right to continued employment and may be exercised only by you.

By signing below, you acknowledge all of the above as well as that you have received the Plan document, this Option Notice and prospectus and agree that your participation in the Plan is governed by the terms and conditions set forth in the Plan document and this Option Notice, and to the extent not inconsistent, the prospectus.

E*TRADE

Your Option grant details have been posted on-line at www.etrade.com/stockplans. Your "stock plan" account will allow you to view your current balance of vested/unvested Options, exercise vested Options and initiate a variety of other Option management services.

Kim Moore is RadiSys' Stock Plan Administrator. Please contact her at 503-615-1744 or via email kim.moore@radisys.com if you have any questions or concerns regarding the accuracy of Option data

International

listed on-line, received Option grant documents, the process for exercising Options and/or terms and conditions of the Stock Plan for Convedia Employees.

I hereby acknowledge the terms and conditions of this Option grant as detailed above.

EXHIBIT 4.8

China

[RADISYS LOGO]

5445 NE Dawson Creek Drive
Hillsboro, OR 97124

GRANT NUMBER     GRANT DATE      GRANT TYPE      SHARES GRANTED   GRANT PRICE
------------     ----------      ----------      --------------   -----------
                                     NQ                                 $

Shares           Vest Type          Full Vest         Expiration
------         ------------         ---------         ----------
               On Vest Date
                  Monthly

By accepting this Option grant and exercising any portion of your Option, you agree to comply with all the terms of the Plan and this notification.

DUE TO LEGAL RESTRICTIONS IN CHINA, YOU MUST EXERCISE THE OPTION USING THE CASHLESS-SELL ALL METHOD OF EXERCISE. Pursuant to a cashless-sell all exercise, you will authorize the stockbroker to sell all the Shares that you are entitled to at exercise and remit the sale proceeds less the exercise price, broker's fees and any applicable taxes to you in cash.

The Plan is discretionary in nature and may be amended, cancelled, or terminated at any time. The grant of Options is a one-time benefit offered solely to employees of Convedia Corporation, a wholly-owned subsidiary of the Company, and does not create any contractual or other right to receive a grant of Options or benefits in lieu of Options in the future.

Your participation in the Plan is voluntary. The value of the Company Option is an extraordinary item of compensation outside the scope of your employment contract, if any. As such, the Option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments.

China

Options covered by this Option Notice may have certain tax consequences at the time of exercise. You are encouraged to obtain independent tax advice before exercising any Options.

Vesting and the duration of your Option are both subject to your continual employment with the Company or any of its subsidiaries. Vesting will stop and your Options will automatically expire three months after termination of your employment with the Company or any of its subsidiaries. Your Option is not transferable, does not imply any right to continued employment and may be exercised only by you.

By signing below, you acknowledge all of the above as well as that you have received the Plan document, this Option Notice and prospectus and agree that your participation in the Plan is governed by the terms and conditions set forth in the Plan document and this Option Notice, and to the extent not inconsistent, the prospectus.

E*TRADE

Your Option grant details have been posted on-line at www.etrade.com/stockplans. Your "stock plan" account will allow you to view your current balance of vested/unvested Options, exercise vested Options and initiate a variety of other Option management services. An E*TRADE stock plan welcome packet will be emailed to you to explain how to access your account both on-line and via the phone.

KIM MOORE is RadiSys' Stock Plan Administrator. Please contact her at 503-615-1744 or via email kim.moore@radisys.com if you have any questions or concerns regarding the accuracy of Option data listed on-line, received Option grant documents, the process for exercising Options and/or terms and conditions of the Stock Plan for Convedia Employees.

I hereby acknowledge the terms and conditions of this Option grant as detailed above.

EXHIBIT 4.9

RADISYS CORPORATION
STOCK PLAN FOR CONVEDIA EMPLOYEES

RESTRICTED STOCK GRANT AGREEMENT

This Restricted Stock Grant Agreement (the "Agreement"), dated as of ___________________ (the "Grant Date"), is made by and between RadiSys Corporation (the "Company") and _____________ (the "Award Recipient").

RECITALS

WHEREAS, the Company has established and maintains the RadiSys Corporation Stock Plan for Convedia Employees (the "Plan"); and

WHEREAS, the Award Recipient is an employee of Convedia Corporation ("Convedia"), a wholly owned subsidiary of the Company; and

WHEREAS, the Company desires to grant to the Award Recipient shares of common stock, no par value, ("Common Stock") under the Plan, subject to certain restrictions and limitations; and

WHEREAS, the Award Recipient desires to receive a grant of such shares of Common Stock from the Company;

NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, the adequacy and sufficiency of which are hereby acknowledged, the Company and the Award Recipient agree as follows:

1. Grant of Restricted Stock.

(a) Number of Shares/Vesting. The Company hereby grants to the Award Recipient, on the Grant Date, ____ shares of Common Stock under the Plan subject to the vesting schedule and terms and conditions set forth below (the "Restricted Stock").

NUMBER OF SHARES              VESTING DATE
----------------              ------------
An additional __
An additional __

Restricted Stock granted under this Agreement shall vest in accordance with the above schedule on the applicable dates listed in the table above (each a "Vesting Date"), if on such Vesting Date the Award Recipient is still employed by the Company or one of its subsidiaries. For avoidance of doubt, there shall be no proportionate or partial vesting in the periods prior to each Vesting Date and vesting shall occur only on the applicable Vesting Date pursuant to this
Section 1(a). Upon the Award Recipient's termination of employment with the Company and all of its subsidiaries, the unvested portion of the Restricted Stock shall be forfeited by the Award Recipient and cancelled by the Company. Notwithstanding the foregoing, upon the Award Recipient's termination of employment with the

Company and all of its subsidiaries, the Committee may, in its sole and complete discretion, provide for an acceleration of vesting of the Restricted Stock granted under this Agreement.

(b) Additional Documents/Capitalized Terms. The Award Recipient agrees to execute such additional documents and complete and execute such forms as the Company may require for purposes of this Agreement. Any capitalized terms not defined herein shall have the same meaning as set forth in the Plan document.

(c) Issuance of Restricted Stock; Dividend and Distribution Rights. Upon the vesting of any Restricted Stock pursuant to the terms hereof, the restrictions of Sections 1 and 2 shall lapse with respect to such vested Restricted Stock. As soon as practicable following the vesting of any Restricted Stock, the Company shall, in its sole discretion, cause to be delivered to the Award Recipient a certificate evidencing such Common Stock (less any shares of Common Stock withheld under Section 4 below) or shall cause its third-party recordkeeper to credit an account established and maintained in the Award Recipient's name with the number of shares of Common Stock which have vested (less any shares of Common Stock withheld under Section 4 below). The Committee may, in its sole discretion, require any dividends or other distributions paid by the Company with respect to the Restricted Stock be held in escrow until the Restricted Stock vests in accordance with Section 1 of this Agreement.

2. Restrictions on Transfer. Except as otherwise provided herein or in the Plan, no unvested Restricted Stock shall be sold, exchanged, assigned, transferred, conveyed, gifted, delivered, encumbered, discounted, pledged, hypothecated, or otherwise disposed of, whether voluntarily, involuntarily, or by operation of law. Immediately upon any attempt to transfer such rights, such Restricted Stock, and all of the rights related thereto, shall be forfeited by the Award Recipient.

3. Notification of Election Under Section 83(b) of the Code. If the Award Recipient shall, in connection with the grant of Restricted Stock under this Agreement, make the election permitted under Section 83(b) of the Internal Revenue Code of 1986, as amended (the "Code"), (i.e., an election to include in gross income in the year of transfer the amounts specified in Section 83(b) of the Code), then the Award Recipient must make such an election using a form provided by the Company. The election must be received by the Internal Revenue Service within 30 calendar days following the Grant Date. The Award Recipient shall also provide the Committee with a copy of such election within 10 calendar days of filing a notice of election with the Internal Revenue Service and shall, at the same time as such notice of election is provided to the Committee, remit to the Company in cash an amount sufficient to satisfy any tax withholding obligations.

4. Withholding. The Award Recipient shall be liable for any and all U.S. federal, state or local taxes of any kind required by law to be withheld with respect to the vesting of Restricted Stock, as well as for any and all applicable withholding tax requirements of any other country or jurisdiction. When the Restricted Stock vests, the Company may, in its discretion, permit or require the Award Recipient to satisfy all or part of his or her tax withholding obligations by (i) paying cash to the Company or Convedia, as the case may be,
(b) having the Company or Convedia, as the case may be, withhold an amount from any cash amounts otherwise due or to become due from the Company or Convedia to the Award Recipient, (c) having the Company withhold a number of shares of Common Stock that would otherwise become vested having a Fair Market Value not in excess of the minimum amount of tax withholding obligations required by law to be withheld with respect to such vesting, or (d) any combination of the foregoing. The Award Recipient may, by written notice to the Company at least 30 days before any Vesting Date, request that the Company (i) accept a remittance of cash on such Vesting Date in satisfaction of his or her tax withholding obligations, or (ii) deduct the Award Recipient's tax withholding obligations from his or her regular salary payroll cash on a payroll date following such Vesting Date, which request the Company may in its sole discretion choose to honor. In the absence of

such proper and timely written notice from the Award Recipient, or in the sole discretion of the Company, the Company shall satisfy the Award Recipient's tax withholding obligations by withholding Shares pursuant to and in accordance with clause (c) above. Notwithstanding the foregoing, if the Award Recipient makes an election under Section 3 above, the Award Recipient shall remit to the Company in cash an amount sufficient to satisfy any tax withholding obligations at the time the notice described in Section 3 is delivered to the Company.

5. Grant Subject to Plan Provisions. This grant of Restricted Stock is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects will be interpreted in accordance with the Plan. The Committee has the authority to interpret and construe this Agreement pursuant to the terms of the Plan, and its decisions are conclusive as to any questions arising hereunder. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

6. No Employment or Other Rights. This grant of Restricted Stock does not confer upon the Award Recipient any right to be continued in the employment of the Company or any subsidiary or interfere in any way with the right of the Company or any subsidiary to terminate such Award Recipient's employment at any time, for any reason, with or without cause, or to decrease such Award Recipient's compensation or benefits.

7. Rights as a Shareholder. Except as otherwise provided in this Agreement, the Award Recipient shall have all rights of a shareholder with respect to the Restricted Stock granted under this Agreement.

8. Applicable Law. The validity, construction, interpretation and effect of this instrument will be governed by and construed in accordance with the laws of the State of Oregon, without giving effect to the conflicts of laws provisions thereof.

9. Notice. Any notice to the Company or the Board of Directors (or the Committee) provided for in this Agreement shall be addressed to RadiSys Corporation at its principal business address in care of the Secretary of the Company, and any notice to the Award Recipient will be addressed to the Award Recipient at the current address shown on the books and records of the Company or its subsidiary. Any notice shall be sent by registered or certified mail.

10. Discretionary Nature of Plan. The Plan is discretionary in nature, and the Company may suspend, modify, amend or terminate the Plan in its sole discretion at any time, subject to the terms of the Plan and any applicable limitations imposed by law. This Restricted Stock grant under the Plan is a one-time benefit and does not create any contractual or other right to receive additional Restricted Stock or other benefits in lieu of Restricted Stock in the future.

11. Entire Agreement. This Agreement and the Plan contain the entire agreement between the Award Recipient and the Company regarding the grant of Restricted Stock and supersede all prior arrangements or understandings with respect thereto.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized representative and the Award Recipient has executed this Agreement effective as of the Grant Date.

RADISYS CORPORATION

By:_______________________________________________ Its:______________________________________________ Date:_____________________________________________

I hereby accept the Restricted Stock granted pursuant to this Agreement, and I agree to be bound by the terms of the Plan and this Agreement. I hereby further agree that all the decisions and determinations of the Board of Directors or the Committee and their interpretation and construction of the provisions of the Plan and this Agreement will be final, conclusive and binding.

EXHIBIT 4.10

RADISYS CORPORATION
STOCK PLAN FOR CONVEDIA EMPLOYEES

RESTRICTED STOCK UNIT GRANT AGREEMENT

This Restricted Stock Unit Grant Agreement (the "Agreement"), dated as of ___________________ (the "Grant Date"), is made by and between RadiSys Corporation (the "Company") and _____________ (the "Award Recipient").

RECITALS

WHEREAS, the Company has established and maintains the RadiSys Corporation Stock Plan for Convedia Employees (the "Plan"); and

WHEREAS, the Award Recipient is an employee of Convedia Corporation ("Convedia"), a wholly owned subsidiary of the Company; and

WHEREAS, the Company wishes to issue Shares to the Award Recipient on certain terms and conditions, and for that purpose desires to grant to the Award Recipient Restricted Stock Units ("RSUs") under the Plan, subject to certain restrictions and limitations; and

WHEREAS, the Award Recipient desires to receive a grant of such RSUs from the Company;

NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, the adequacy and sufficiency of which are hereby acknowledged, the Company and the Award Recipient agree as follows:

1. Grant of RSUs.

(a) Number of RSUs/Vesting. The Company hereby grants to the Award Recipient, on the Grant Date, ____ RSUs under the Plan, each such RSU contingently entitling the Award Recipient to acquire one Share, subject to the vesting schedule and terms and conditions set forth below. Unless and until the RSUs will have vested, the Award Recipient will have no right to the issuance of any Shares pursuant to this Agreement or such RSUs.

         NUMBER OF RSUs                 VESTING DATE
--------------------------------    ---------------------
       1/3 of total grant           [September __], 2007
An additional 1/3 of total grant    [September __], 2008
An additional 1/3 of total grant    [September __], 2009

RSUs, and the right to be issued any Shares subject to RSUs, granted under this Agreement shall vest in accordance with the above schedule on the applicable dates listed in the table above (each a "Vesting Date"), if on such Vesting Date the Award Recipient is still employed by the Company or one of its subsidiaries. For avoidance of doubt, there shall be no proportionate or partial vesting in the periods prior to each Vesting Date and vesting shall occur only on the applicable Vesting Date pursuant to this Section 1(a). Upon the Award Recipient's termination of employment with the Company and all of its subsidiaries, the unvested portion of the RSUs, and the right to be issued any Shares pursuant to the

unvested portion of the RSUs, shall be forfeited by the Award Recipient. Notwithstanding the foregoing, upon the Award Recipient's termination of employment with the Company and all of its subsidiaries, the Committee may, in its sole and complete discretion, provide for an acceleration of vesting of the RSUs granted under this Agreement.

(b) Additional Documents/Capitalized Terms. The Award Recipient agrees to execute such additional documents and complete and execute such forms as the Company may require for purposes of this Agreement. Any capitalized terms not defined herein shall have the same meaning as set forth in the Plan.

(c) Issuance of Shares. If, and at the time, the Award Recipient's RSUs vest under the terms of this Section 1, the Award Recipient shall be issued a number of Shares equal to the number of RSUs which have vested on such date, without payment therefore, as full consideration for the vested RSUs. Without limiting the entitlement of the Award Recipient to Shares pursuant to the RSUs which have vested, as soon as practicable following the vesting of any RSUs, the Company shall, in its sole discretion, either (i) cause to be delivered to the Award Recipient a certificate evidencing such Shares (less any Shares withheld under Section 3 below) or (ii) cause its third-party recordkeeper to credit an account established and maintained in the Award Recipient's name with such Shares (less any Shares withheld under Section 3 below) as evidence of the issuance of Shares pursuant to this Section 1. No fractional Shares shall be issued under this Agreement.

2. Restrictions on Transfer. Except as otherwise provided herein or in the Plan, the RSUs granted pursuant to this Agreement and the rights and privileges conferred hereby shall not be sold, exchanged, assigned, transferred, conveyed, gifted, delivered, encumbered, discounted, pledged, hypothecated, or otherwise disposed of, whether voluntarily, involuntarily, or by operation of law. Immediately upon any attempt to transfer such rights, such RSUs, and all of the rights related thereto, shall be forfeited by the Award Recipient.

3. Withholding. The Award Recipient shall be liable for any and all U.S. and Canadian federal, state, provincial or local taxes, pension plan contributions, employment insurance premiums and other levies of any kind required by law to be deducted or withheld with respect to the RSUs granted pursuant to this Agreement and the issuance of Shares pursuant to this Agreement, as well as for any and all applicable withholding tax requirements of any other country or jurisdiction in respect of the RSUs or the Shares (collectively, the "Withholding Taxes"). The Company and Convedia shall have the right to deduct and withhold all required Withholding Taxes from any payment or other consideration deliverable to the Award Recipient. The Company may, prior to and as a condition of issuing any Shares pursuant to this Agreement or delivering any Share certificates or any cash or other assets to the Award Recipient, require the Award Recipient to pay the Withholding Taxes or to satisfy the Company in a manner acceptable to the Company that the Withholding Taxes will be paid. As and when the RSUs vest, the Company may, in its discretion, require the Award Recipient to pay or satisfy all or part of his or her obligation to pay the Withholding Taxes by (a) paying cash to the Company or Convedia, as the case may be, (b) having the Company or Convedia, as the case may be, withhold an amount from any cash amounts otherwise due or to become due from the Company or Convedia to the Award Recipient, (c) having the Company withhold a number of Shares that would otherwise be deliverable to the Award Recipient having a Fair Market Value not in excess of the minimum amount of the Withholding Taxes, or (d) any combination of the foregoing. The Award Recipient may, by written notice to the Company at least 30 days before any Vesting Date, request that the Company (i) accept a remittance of cash on such Vesting Date on account of his or her obligation to pay the Withholding Taxes, or (ii) deduct the Award Recipient's Withholding Taxes from his or her regular salary payroll cash on a payroll date following such Vesting Date, which request the Company may in its sole discretion choose to honor. In the sole

discretion of the Company, the Company may satisfy the Award Recipient's obligation to pay Withholding Taxes by withholding Shares pursuant to and in accordance with clause (c) above.

4. Plan Incorporated by Reference. This grant of RSUs is made pursuant to the Plan, and in all respects will be interpreted in accordance with the Plan. The Committee has the authority to interpret and construe this Agreement pursuant to the terms of the Plan, and its decisions are conclusive as to any questions arising hereunder. The Award Recipient hereby acknowledges receipt from the Company of a copy of the current version of the Plan which shall be deemed to be incorporated in and form a part hereof. The Award Recipient acknowledges that in the event of any conflict between the terms of this Agreement and the terms of the Plan, as the same may be amended and in effect from time to time, the terms of the Plan shall prevail.

5. No Employment or Other Rights. This grant of RSUs does not confer upon the Award Recipient any right to be continued in the employment of the Company or any subsidiary or interfere in any way with the right of the Company or any subsidiary to terminate such Award Recipient's employment at any time, for any reason, with or without cause, or to decrease such Award Recipient's compensation or benefits.

6. Representations and Covenants of the Award Recipient. The Award Recipient represents, warrants, agrees and covenants with the Company that:

(a) the Award Recipient has not been induced to enter into this Agreement by expectation of employment or continued employment with the Company, Convedia, or any other subsidiary of the Company, and the receipt of this Award under the Plan is voluntary;

(b) the Award Recipient will comply with all Applicable Laws in connection with this Award and the acquisition and sale of any Shares issued hereunder and shall indemnify and hold the Company and all of its subsidiaries harmless from and against any loss, cost or expense incurred by the Company or any of its subsidiaries in connection with any breach or default by the Award Recipient under such Applicable Laws; and

(c) the Award Recipient is an employee in active employment with Convedia.

7. Acknowledgements by Award Recipient. The Award Recipient acknowledges and confirms his agreement and understanding that:

(a) the RSUs granted hereunder are provided solely as an incentive and shall not constitute part of the Award Recipient's employment compensation package. If the Award Recipient retires, resigns or is terminated from employment or is removed from active employment with the Company and all of its subsidiaries (with or without cause and with or without notice), the loss or limitation, if any, pursuant to this Agreement and the Plan with respect to rights which were not vested at that time shall not give rise to any right to damages and shall not be included in the calculation of nor form any part of any severance allowance, retiring allowance or termination settlement of any kind whatsoever in respect of the Award Recipient;

(b) in no event shall the Award Recipient be entitled to continued vesting of the RSUs beyond the time specified under the Plan and this Agreement;

(c) any reference in the Plan or this Agreement to the time when the Award Recipient "terminates employment" or words of similar import shall be a reference to the time when the Award Recipient ceases to be in active employment with the Company and all of its subsidiaries and, for such

purpose, if the Company or any of its subsidiaries has made payment in lieu of notice to the Award Recipient or has dismissed the Award Recipient with or without notice, the Award Recipient shall cease to be in active employment with the Company and all of its subsidiaries on the date when the Company or any of its subsidiaries requires him to stop reporting to work; and

(d) the Award Recipient has received independent legal advice or has decided, voluntarily without influence from the Company or any of its subsidiaries, that he does not need to seek such independent legal advice in relation to this Agreement, the Plan and all related documents.

8. Applicable Law. The validity, construction, interpretation and effect of this Agreement will be governed by and construed in accordance with the laws of the State of Oregon, without giving effect to the conflicts of laws provisions thereof, but without limitation the Award Recipient also acknowledges that the tax laws of Canada will apply to the Award Recipient in respect of this Agreement.

9. Notice. Any notice to the Company or the Board (or the Committee) provided for in this Agreement shall be addressed to RadiSys Corporation at its principal business address in care of the Secretary of the Company, and any notice to the Award Recipient will be addressed to the Award Recipient at the current address shown on the books and records of the Company or its subsidiary. Any notice shall be sent by registered or certified mail.

10. Discretionary Nature of Plan. The Plan is discretionary in nature, and the Company may suspend, modify, amend or terminate the Plan in its sole discretion at any time, subject to the terms of the Plan and any applicable limitations imposed by law. This RSU grant under the Plan is a one-time benefit and does not create any contractual or other right to receive additional RSUs or other benefits in lieu of RSUs in the future.

11. 409A Savings Clause. Notwithstanding any other provision of this Agreement to the contrary, the Board or the Committee may, in good faith, amend this Agreement without the consent of the Award Recipient to the extent necessary, appropriate or desirable to comply with the requirements under Section 409A of the Code or to prevent the Award Recipient from being subject to any additional tax or penalty under Section 409A of the Code, while maintaining to the maximum extent practicable the original intent of this Agreement. Notwithstanding the foregoing, neither the Company nor any subsidiary of the Company, nor the Committee, shall be liable to any Award Recipient if an RSU grant is subject to
Section 409A of the Code, or the Award Recipient otherwise is subject to any additional tax or penalty under Section 409A of the Code.

12. Entire Agreement. This Agreement and the Plan contain the entire agreement between the Award Recipient and the Company regarding the grant of RSUs and supersede all prior arrangements or understandings with respect thereto.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized representative and the Award Recipient has executed this Agreement effective as of the Grant Date.

RADISYS CORPORATION

By: _____________________________

Its: ____________________________

Date: ___________________________

I hereby accept the RSUs granted pursuant to this Agreement subject to the limitations and restrictions referred to herein, and I agree to be bound by the terms of the Plan and this Agreement. I hereby further agree that all the decisions and determinations of the Board or the Committee and their interpretation and construction of the provisions of the Plan and this Agreement will be final, conclusive and binding.