EMPLOYMENT AGREEMENT

THIS AGREEMENT is made and effective as of the 9 day of March, 2010 (the “Effective Date”).

BETWEEN:

GRANT HENDERSON,

Canada

(The “Employee”)

AND:

4190 Still Creek Drive, Suite 300, Vancouver, British Columbia, Canada V5C 6C6

(The “Company”)

WHEREAS

B.The Employee has research and development experience in management, marketing, engineering, and/or related fields and wishes to contribute such experience to the development and growth of the Company’s business; and

C.The Company has agreed to continue to employ the Employee and the Employee has agreed to continue his employment with the Company on the terms and conditions set out in this Agreement and Appendices hereto.

NOW THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of the premises and mutual covenants and agreements hereinafter contained, the parties hereto covenant and agree as follows:

1.0 Definitions. Unless otherwise defined, all capitalized terms used in this Agreement will have the meanings given below:

1.1      Sections and Headings. The division of this Agreement into Articles and Sections and the insertion of headings are for the convenience of reference only and do not affect the construction or interpretation of this Agreement. The terms “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Agreement.

2.0     Services. On the Effective Date, the Employee will continue employment with the Company in the position of Vice President Marketing on the terms and conditions set out in this Agreement.

2.1     Employment Duties. Subject to the direction and control of the Chief Executive Officer of the Company or his designate (“Management”), the Employee will perform the duties of his position and any other duties that may be reasonably assigned to him by Management from time to time. The Employee acknowledges the international scope of the Company’s operations, the fluid and fluctuating industry environment, and the Company’s need to react and respond to various market and competitive challenges and agrees that the Company has the right to change his position, his duties and responsibilities, and the person he reports to by providing one (1) month’s notice of the change, provided that such changes will not reduce the Employee’s compensation or require relocation to a work location which is outside of the Vancouver metropolitan area. The Employee agrees that this Agreement will govern his employment with the Company regardless of his position or length of service with the Company, subject to written amendment by mutual agreement of the Parties.

2.2     Throughout the term of this Agreement, the Employee will:

2.3     The Employee will disclose to Management all potential conflicts of interest and activities which could reasonably be seen to compete, indirectly or directly, with the trade or business of the Company. Management will determine, in its sole discretion, whether the activity in question constitutes a conflict of interest or competition with the Company. To the extent that Management, acting reasonably, determines a conflict of interest or competition exists, the Employee will discontinue such activity forthwith or within such longer period as Management agrees. The Employee will immediately certify in writing to the Company that he has discontinued such activity and that he has, as required by Management, cancelled any contracts or sold or otherwise disposed of any interest or assets over the 5% threshold described in Section 0 herein acquired by the Employee by virtue of engaging in the impugned activity, or where no market exists to enable such sale or disposition, by transfer of the Employee’s beneficial interest into blind

trust or other fiduciary arrangements over which the Employee has no control or direction, or other action that is acceptable to the Board.

2.4     For the purposes of Sections 2.22, and 2.33 herein, “Employee” includes any entity or company owned or controlled by the Employee.

3.0 Base Salary. As compensation for all services rendered under this Agreement, the Company will pay to the Employee and the Employee will accept from the Company an annual base salary of CDN$ 210,000.00, paid bi-weekly, in arrears, in twenty-six (26) equal installments, less statutory and other authorized deductions (the “Base Salary”).

3.1 Stock Options. Upon commencement of your employment and subject to approval by the Board of Directors of RadiSys, you will be granted 25,000 stock options. The exercise price of your stock options will be the NASDAQ closing price of the shares on the grant date (that is, your employment commencement date). General details regarding stock options are covered in the stock plan document provided. In addition, specific details regarding your grant will be provided shortly after you begin employment with RadiSys.

3.2 Cash Incentive plan. The Employee will be eligible for an annual cash incentive payout of up to CDN$70,OOO.00, less statutory and other authorized deductions, based on:

3.3 Long Term Incentive Plan (LTIP). RadiSys will be recommending to the Board of Directors that you are added as a participant in this first LTIP performance period beginning Oct 1, 2009, with a target of 25,000 full-value shares. Attached is the LTIP program brochure to provide you with more information.

3.4 Performance and Salary Review. Management will review the Employee’s performance and Base Salary annually after the Effective Date.

3.5 Expenses. The Company will reimburse the Employee for all ordinary and necessary expenses incurred by the Employee in the performance of the Employee’s duties under this Agreement. Reimbursement of such expenses will be made in accordance with the Company’s policies.

3.6 Vacation. The Employee will be eligible for twenty (20) days’ paid vacation per calendar year, earned prorata at a rate of 1.67 days per completed month of service. Vacation time not taken during the year in which it is earned will be managed according to the Company’s vacation policy.

3.7     Benefits. The Employee will be eligible to participate in all benefit plans generally available to employees of the Company, subject to meeting applicable eligibility requirements of such plans.

 

4.0     Term. This Agreement will commence on the Effective Date and will terminate on the effective date of termination by either the Employee or the Company in accordance with Section 4.1 of this Agreement.

4.1     Termination.

No further compensation, notice or pay in lieu of notice will be payable except as expressly provided for in this Agreement.

4.2     Survival. Upon a termination of this Agreement for any reason, the Company will be relieved of all further obligations under this Agreement (except as otherwise expressly provided). Notwithstanding such termination of employment, the Employee will continue to be bound by the provisions of Article 4, Article 5, Article 6, Article 7 and Article 8.

5.0 Confidential Information.

5.1      Ownership of Developments.

Employee and that the Employee will not bring onto the Company’s premises any unpublished documents or any property belonging to any such persons or entities unless such persons or entities have given their consent. In addition, the Employee will not violate any non-disclosure or proprietary rights agreement the Employee has signed with any person or entity prior to the Employee’s execution of this Agreement, or knowingly infringe the intellectual property rights of any third party while employed by the Company. (Note: How to exclude information from Convedia and Star Vision as appropriate.)

6.0      Non-solicitation by the Employee. The Employee agrees that at any time, and from time to time, while employed by the Company and for a period of one (1) year thereafter the Employee will not, without the prior written consent of the Company, either:

6.1      Non-competition. The Employee agrees that while employed by the Company and for a period of one (1) year thereafter, the Employee will not, without the prior written consent of the Company, directly or indirectly, anywhere in Canada, the United States, Japan, China, South Korea, or any country within the European Union, provide any professional services to any person or entity that can be reasonably viewed as a competitor to the Business of the Company, while the Employee was employed by the Company, which relate to the researching, developing and commercializing of electronic systems, hardware, software, and services.

6.2     Reasonableness of Non-competition and Non-solicitation Obligations. The Employee confirms that the obligations in Sections 6.0 and 6.1 are fair and reasonable given that, among other reasons:

and the Employee agrees that the obligations in Sections 6.0 and 6.1, together with the Employee’s other obligations under this Agreement, are reasonably necessary for the protection of the Company’s proprietary interests and that given the Employee’s general knowledge and experience they would not prevent the Employee from being gainfully employed if the employment relationship between the Employee and the Company were to end. The Employee further confirms that the geographic scope of the obligation in Section 6.1 is reasonable given the nature of the market for the products and business of the

Company. The Employee also agrees that the obligations in Sections 6.0 and 6.1 are in addition to the confidentiality and non-disclosure obligations provided for in this Agreement and acknowledges that the Company would not have entered into this Agreement but for the protections provided to the Company by all of the aforementioned obligations.

6.3    Conflict of Interest. The Employee recognizes that the Employee is employed by the Company in a position of responsibility and trust and agrees that during the Employee’s employment with the Company, the Employee will not engage in any activity or otherwise put the Employee in a position which conflicts with the Company’s interests. Without limiting this general statement, the Employee agrees that during the Employee’s employment with the Company, the Employee will not knowingly lend money to, guarantee the debts or obligations of or permit the name of the Employee or any part thereof to be used or employed by any corporation or firm which directly or indirectly is engaged in or concerned with or interested in any Business in competition with the Business of the Company unless the Employee receives prior written authorization from the Company.

6.4    Acknowledgments. The Employee acknowledges that as of the date of this Agreement:

7.0     Application to the British Columbia Supreme Court or the Federal Court of Canada. In the event of a breach or threatened breach by the Employee of any of the provisions of Article 5 or Article 6, the Company will be entitled to injunctive relief restraining the Employee from breaching such provisions, as set forth in this Agreement. Nothing in this Agreement precludes the Company from obtaining, protecting or enforcing its intellectual property rights, or enforcing the Employee’s fiduciary, non-competition, non-solicitation, confidentiality or any other post-employment obligations in a court of competent jurisdiction, or from pursuing any other remedy available to it for such breach or threatened breach, including the recovery of damages from the Employee.

7.1    Severability and Limitation. All agreements and covenants contained herein are severable and, in the event any of them will be held to be invalid by any competent court, this Agreement will be interpreted as if such invalid agreements or covenants were not contained herein. Should any court or other legally constituted authority determine that for any such agreement or covenant to be effective that it must be modified to limit its duration or scope, the parties hereto will consider such agreement or covenant to be amended or modified with respect to duration and scope so as to comply with the orders of any such court or other legally constituted authority or to be enforceable under the laws of the Province of British Columbia, and as to all other portions of such agreement or covenants they will remain in full force and effect as originally written.

8.0      Mediation/Arbitration. In the event of a dispute hereunder which does not involve the Company seeking a court injunction or remedy pursuant to Article 7, such dispute shall be mediated and, if necessary, arbitrated pursuant to the terms of this Article (the “Med/Arb Agreement”).

8.1    The parties will work in good faith and in confidence to resolve any disputes that arise in connection with this Agreement. The parties agree to conduct in good faith at least two meetings (the “Meetings”) to seek resolution to a dispute before delivering a notice to mediate.

8.2    Where a dispute arises out of or in connection with this Agreement that cannot be resolved by the parties through the Meetings, the parties agree to seek a confidential settlement of such dispute by mediation followed, if necessary, by arbitration.

8.3    At any time after a dispute has been raised and no resolution has been achieved through the Meetings, either party may give written notice to the other party requesting mediation of the dispute (the “Mediation Notice”) by a single mediator. If the parties cannot agree on a mediator within fourteen (14) days after delivery of the Mediation Notice, then either party may make application to the British Columbia Mediator Roster Society to appoint one. The mediation will be held in Vancouver, British Columbia and the costs of mediation will be shared equally between the parties.

8.4     If the parties are unable to reach a mediated settlement within 120 days after delivery of the Mediation Notice, either of the parties may submit the dispute to binding arbitration by giving written notice to the other party and the mediator requesting arbitration of the dispute (the “Arbitration Notice”) by a single arbitrator (the “Arbitrator”). Within fourteen (14) days of the delivery of the Arbitration notice, the parties will select the Arbitrator. In the event the parties do not agree on an arbitrator, either party may apply to the BC Supreme Court to have one appointed. With input from the parties, the Arbitrator will determine and notify the parties of the rules of and timetable for arbitration. The Arbitrator will hear the submissions of the parties in accordance with such procedures as he or she may establish, and shall use reasonable best efforts to render a decision within sixty (60) days after the date of receiving or hearing the parties’ final submissions. The decision of the Arbitrator shall be final and binding on the parties involved in the dispute and shall not be subject to appeal. The arbitration will be held in Vancouver, British Columbia, and the costs of arbitration will be shared equally between the parties.

8.5     Nothing in this Med/Arb Agreement precludes the Company from obtaining, protecting or enforcing its intellectual property rights, or enforcing the Employee’s fiduciary, non-competition, non-solicitation, confidentiality or any other post-employment obligations in a court of competent jurisdiction, or from pursuing any other remedy available to it for such breach or threatened breach, including the recovery of damages from the Employee.

9.0    Notices. Any notices to be given hereunder by either party to the other party may be effected in writing, either by personal delivery or by mail if sent certified, postage prepaid, with return receipt requested. Mailed notices will be addressed to the parties at the address set out on the first page of this Agreement, or as otherwise specified from time to time. Notice will be effective upon delivery.

9.1     Independent Legal Advice. The Employee specifically confirms that he has been advised to retain his own independent legal advice prior to entering into this Agreement.

9.2    Construction. The parties acknowledge that each party and its respective counsel have had the opportunity to independently review and negotiate the terms and conditions of this Agreement, and that the normal rule of construction to the effect that any ambiguities are to be construed against the drafting party will not be employed in the interpretation of this Agreement or any exhibits or amendments hereto.

9.3    Assignment. The Employee cannot assign his interest in this Agreement.

9.4    Benefit of Agreement. This Agreement will ensure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and permitted assigns of the parties hereto.

9.5    Entire Agreement. The Appendices to this Agreement, together with the terms and conditions contained within this Agreement constitute the entire agreement between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior employment agreements, understandings and arrangements between the parties hereto with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than as expressly set forth in this Agreement.

9.6    Amendments and Waivers. No amendment to this Agreement will be valid or binding unless set forth in writing and duly executed by all of the parties hereto. No waiver of any breach of any provision of this Agreement will be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, will be limited to the specific breach waived.

9.7    Governing Law. This Agreement will be governed by and construed, enforced and interpreted exclusively in accordance with the laws of the Province of British Columbia and the applicable laws of Canada therein.

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written.

Per:     /s/ Brian Bronson                 

Brian Bronson, CEO and President

Title        Date        Identifying Number or Brief Description

__X__    No inventions or improvements

____    Additional Sheets Attached

Signature of Employee: ___/s/ Grant Henderson__________________

Print Name of Employee: GRANT HENDERSON

Date:    _________March 9/2010___________________________

At RadiSys, we encourage employees to act in the best interest of the company. This includes reporting all violations of law or company policies, including incidents of harassment or discrimination. RadiSys will take appropriate steps to investigate all such reports and will take appropriate action. Retribution against any employee for the good faith reporting of a suspected violation of law or policy or for participating in any investigation of a suspected violation will not be tolerated.

Many times, we are faced with challenging decisions that are often emotional and personal. Remaining objective is difficult, and laws and regulations concerning ethical issues are often complex and subject to interpretation. It is important to speak up, ask questions and bring your concerns into the open.

You are encouraged to talk with your management team as they will likely be in the best position to understand the situation and the choice you must make. If your management team is unable to help, or you are uncomfortable discussing your concern with them, a service called Ethics Point assist you. Ethics Point is an independent company staffed with trained communication specialists who will gather the pertinent information related .to your concern. If you choose, you can remain anonymous when you me a report. Ethics Point reports are provided to the board of directors, senior executives and compliance management within RadiSys, who ensures concerns are reviewed and addressed. In addition to the above, iffy have concerns about accounting, internal

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