Stock Option Exchange Program Overview.

Exhibit (a)(1)(B)


The Stock Option Exchange Program Overview


RadiSys Corporation is pleased to announce the Stock Option Exchange Program (the "Exchange Program"), which offers you the choice to replace your "underwater" options with options that, over time, may have a greater potential to increase in value. Because many of the outstanding stock options held by employees have an exercise price greater than the current market price of our common stock, employees would not realize any value if they exercised their vested stock options. To help restore value to the options, RadiSys is offering eligible employees the opportunity to exchange eligible stock options for a lesser number of new options.


How the Exchange Program Works


During the offering period, you may elect to surrender your outstanding RadiSys stock options with an exercise price of $20.00 or more in exchange for a lesser number of new options. On the first business day after the offer expires, your surrendered stock options will be cancelled. At least six months and one day from the cancellation date, we will grant the new options; we expect this date to be no earlier than March 1, 2004. The new option grant will have an exercise price equal to the closing price of shares of RadiSys' common stock on the new option grant date.


Following are some of the key terms of the Exchange Program:


o Offering Period: This is the time period during which you may elect to
participate and it runs from Thursday, July 31, through Wednesday, August
27, 2003, at 9:00 p.m. Pacific Time (U.S.).


o Cancellation Date: The first business day after the offering period
expires: currently anticipated to be Thursday, August 28, 2003.


o Exchange Ratio: The number of options you will receive in exchange for the
eligible options you surrender depends on the exercise price of your
current option grant(s), as follows:


Exchange Ratio
Exercise Price (Eligible Option: New Option)


$20.00-34.99 1.40 : 1


$35.00 or higher 2.00 : 1


o New Option Grant Date: The date on which your new options are granted.
This date must be at least six months and one day after the cancellation
date to comply with U.S. accounting rules. We currently expect this date
to be no earlier than March 1, 2004.


o Exercise Price of New Option Grant: The exercise price of the new option
grant will be the closing price of shares of our common stock as reported
by the Nasdaq National Market on the new option grant date.


o Conditions of the Program: Your decision to participate in this program is
entirely voluntary. If you choose to participate in the Exchange Program,
you must:


- Surrender all your eligible option grants for exchange; and


- Surrender all the options within a grant (except those you have
previously exercised); and


- Be continuously employed by RadiSys or one of its subsidiaries
through the new option grant date to receive your new options.


All new options will be subject to the terms and conditions as described
in the Offer to Exchange, Stock Option Exchange Program Overview, and
Frequently Asked Questions documents. From the Mellon web site, the
majority of eligible employees can authorize the cancellation of all
eligible options in accordance with the terms and conditions of the
Exchange Program. (If you reside and are employed in Germany or Japan, you
may only authorize the cancellation of all eligible options using a
hard-copy, paper Election Agreement. See "Employees in Germany and Japan"
below for details.)


o Vesting: The new option shares will not be vested or exercisable during
the six-month period after the new option grant date. After six months,
approximately 33.33%* of the total option shares will become vested and
exercisable. From that point on, approximately 2.78%* of your total option
shares granted will vest each month and become exercisable. Your option
shares will be fully vested two and one-half years (30 months) after the
new option grant date. This applies even if the eligible options that you
surrender are partially or fully vested.


* Shares do not vest fractionally. EquitEase, RadiSys' stock ...