Sample Business Contracts

Investment Property Security Agreement - Wind River Systems and Thomas St. Dennis

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THOMAS ST. DENNIS, an individual with a residence at
_________________________________ ("PLEDGOR"), in favor of WIND RIVER
SYSTEMS, INC., with its principal place of business at 1010 Atlantic Avenue,
Alameda, California 94501 ("PLEDGEE").

       WHEREAS, Pledgor has concurrently herewith executed that certain
Secured Promissory Note (the "NOTE") in favor of Pledgee in the stated
principal amount of Two Million Three Hundred Ninety-Seven Thousand Eight
Hundred Two and No/100 Dollars ($2,397,802) to evidence the loan made to
Pledgor for the purpose of purchasing one hundred twenty-six thousand
(126,000) shares of Common Stock of Pledgee; and

       WHEREAS, Pledgee is willing to accept the Note from Pledgor, but only
upon the condition, among others, that Pledgor shall have executed and
delivered to Pledgee this Security Agreement;

       NOW, THEREFORE, in consideration of the foregoing recitals and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, and intending to be legally bound, Pledgor hereby agrees
as follows:

                                     ARTICLE 1


       As used herein, the following terms shall have the following meanings:

       SECTION 1.1   "ACCOUNT" means the securities account No. _________, in
the name of Thomas St. Dennis, held by Broker, as such securities account
exists on the date hereof and as it may be constituted in the future.

       SECTION 1.2   "BROKER" means SG Cowen Securities, with an address at

       SECTION 1.3   "COLLATERAL" means the Account, together with (a) any
free credit balance or other money, now or hereafter credited to, or owing
from Broker to Pledgor in respect of, the Account; (b) any money, securities
(certificated or uncertificated), commodity contracts, instruments,
documents, general intangibles, financial assets or other investment property
distributed from the Account, now or in the future; (c) all books and records
relating thereto; (d) all the proceeds of the sale, exchange, redemption or
exercise of any of the foregoing thereof, including, without limitation, any
dividend, interest payment or other distribution of cash or property in
respect thereof; and (e) any rights incidental to the ownership of any of the
foregoing, such as voting, conversion and registration rights and rights of
recovery for violations of applicable securities laws.



                                     ARTICLE 2
                                 SECURITY INTEREST

       SECTION 2.1   GRANT OF SECURITY INTEREST.  Pledgor hereby grants a
security interest in all of Pledgor's right, title and interest in and to the
foregoing Collateral, whether now or hereafter acquired or existing and
wheresoever located.

       SECTION 2.2   SECURED OBLIGATIONS.  The security interest granted by
Pledgor to Pledgee herein secures all of Pledgor's obligations arising out of
the Note and this Agreement (the "SECURED OBLIGATIONS"), and extends to any
renewal, refinancing, refunding, extension or modification of any Secured
Obligations on one or more and to any interest that accrues on any Secured
Obligations before or after the bankruptcy of Pledgor.

       SECTION 2.3   CONTROL AGREEMENT.  Simultaneously with the execution
and delivery of this Agreement, Pledgor, Pledgee and Broker are parties to
that certain Account Control Agreement of even date herewith (the "CONTROL
AGREEMENT") for the purpose of perfecting the security interest granted by
Pledgor to Pledgee herein.

       SECTION 2.4   VOTING AND TRADING RIGHTS.  If no event of default as
described in Section 5.1 below (an "EVENT OF DEFAULT") has occurred or is
continuing, Pledgor may (a) exercise any voting or consensual rights that he
may have as to any of the Collateral for any purpose which is not
inconsistent with this Agreement; and (b) so long as Pledgor complies with
Section 1 of the Note and uses proceeds of such sale or other disposition to
prepay all or a portion of the Note, as the case may be, Pledgor may sell or
otherwise dispose of any of the Collateral.  If an Event of Default has
occurred and is continuing, Pledgor shall cease making trades in the Account,
Pledgee may exercise all voting or consensual rights as to any of the
Collateral and Pledgor shall deliver to Pledgee all notices, proxy
statements, proxies and other information and instruments relating to the
exercise of such rights received by Pledgor from the issuers of any of the
Collateral promptly upon receipt thereof and shall at the request of Pledgee
execute and deliver to Pledgee any proxies or other instruments which are, in
the reasonable judgment of Pledgee, necessary for Pledgee to validly exercise
such voting and consensual rights.

acknowledges that he has made his own arrangements for keeping informed of
changes or potential changes affecting the Collateral (including, but not
limited to, conversions, subscriptions, exchanges, reorganizations,
dividends, offers, mergers, consolidations and shareholder meetings) and
Pledgor agrees that Pledgee has no responsibility to inform Pledgor of such
matters or to take any action with respect thereto even if any of the
Collateral has been registered in the name of Pledgee or its agent or nominee.

       SECTION 2.6   RETURN OF COLLATERAL.  The security interest panted to
Pledgee hereunder shall not terminate and Pledgee shall not be required to
return the Collateral to Pledgor or to terminate its security interest therein
unless and until (a) the Secured Obligations have been fully paid or performed,
(b) all of Pledgor's obligations hereunder have been fully paid or performed,
and (c) Pledgor has reimbursed Pledgee for any expenses of returning the
Collateral and filing



any termination statements and other instruments as are required to be filed
in public offices under applicable laws.

       SECTION 2.7   TAX REPORTING.  All items of income, gain, expense and
loss recognized in the Account shall be reported to the Internal Revenue
Service and all state and local taxing authorities under the name and
taxpayer identification number of Pledgor.

                                     ARTICLE 3

                          REPRESENTATIONS AND WARRANTIES.

       Pledgor hereby represents and warrants to Pledgee as follows:

       SECTION 3.1   ENFORCEABILITY.  This Agreement and the Control
Agreement have been duly executed and delivered by Pledgor, constitute his
valid and legally binding obligations and are enforceable in accordance with
their respective terms against Pledgor.

       SECTION 3.2   NO CONFLICT.  The execution, delivery and performance of
this Agreement and the Control Agreement, the grant of the security interest
in the Collateral hereunder and the consummation of the transactions
contemplated hereby and thereby will not, with or without the giving of
notice or the lapse of time, (a) violate any material law applicable to
Pledgor, (b) violate any judgment, writ, injunction or order of any court or
governmental body or officer applicable to Pledgor, (c) violate or result in
the breach of any material agreement to which Pledgor is a party or by which
any of his properties, including the Collateral, is bound, nor (d) violate
any restriction on the transfer of any of the Collateral.

       SECTION 3.3   NO CONSENTS.  No consent, approval, license, permit or
other authorization of any third party (other than Broker) or any
governmental body or officer is required for the valid and lawful execution
and delivery of this Agreement and the Control Agreement, the creation and
perfection of Pledgee's security interest in the Collateral or the valid and
lawful exercise by Pledgee of remedies available to it under this Agreement,
the Control Agreement or applicable law or of the voting and other rights
granted to it in this Agreement or the Control Agreement except as may be
required for the offer or sale of those items of Collateral which are
securities under applicable securities laws.

       SECTION 3.4   ACCOUNT.  The Account is a valid and legally binding
obligation of Broker, the securities entitlements credited thereto are valid
and genuine and Pledgor has provided Pledgee with a complete and accurate
statement of the financial assets and the money credited to the account as of
the date hereof

       SECTION 3.5   SECURITY INTEREST.  Pledgor is the sole owner of the
Collateral free and clear of all liens, encumbrances and adverse claims
(other than those created by this Agreement) has the unrestricted right to
grant the security interest provided for herein to Pledgee and has granted to
Pledgee a valid and perfected first priority security interest in the
Collateral free of all liens, encumbrances, transfer restrictions and adverse



                                     ARTICLE 4


       Pledgor hereby covenants and agrees with Pledgee that Pledgor shall:

       SECTION 4.1   DEFEND TITLE.   Defend his title to the Collateral and
the security interest of Pledgee therein against the claims of any person
claiming rights in the Collateral against or through Pledgor and maintain and
preserve such security interest so long as this Agreement shall remain in

       SECTION 4.2   NO TRANSFER.   Except as permitted under Section 2.4,
neither withdraw any money or property from the Account; nor sell nor offer
to sell nor otherwise transfer nor encumber any portion of the Collateral.

       SECTION 4.3   CONTROL AND CUSTOMER AGREEMENTS.  Neither attempt to
modify nor attempt to terminate the Control Agreement or the customer
agreement with Broker under which the Account was established.


              (a)    At Pledgor's expense, do such further acts and execute
and deliver such additional conveyances, certificates, instruments, and other
assurances as Pledgee may at any time request or require to protect, assure
or enforce its interest, rights and remedies under this Agreement.

              (b)    Promptly deliver any certificate or instrument
constituting or representing any of the Collateral he may obtain possession
of from time to time, to Broker for credit to the Account, forthwith duly
endorsed in blank without restriction.

              (c)    Promptly deliver to Broker any endorsements or
instruments which may be necessary or convenient to transfer any financial
assets held by Broker, which are registered in the name of, payable to the
order of, or specially endorsed to Pledgor, to Broker or its securities
intermediary or to one of their respective nominees.

       SECTION 4.5   NAME AND ADDRESS.  Notify Pledgee at least thirty (30)
days before he changes the address of his principal residence.

       SECTION 4.6   STATEMENTS.  Cause Broker to send to Pledgee a complete
and accurate copy of every statement, confirmation, notice or other
communication concerning the Account that Broker sends to Pledgor.  All
information furnished by Pledgor concerning the Collateral or otherwise in
connection with this Agreement, is or shall be at the time the same is
furnished, accurate, correct and complete in all material respects, to
Pledgor's knowledge.



                                     ARTICLE 5



              (a)    If an Event of Default under and as defined in the Note
occurs; or

              (b)    If Pledgor fails to perform any obligation or violates
any covenant contained in this Agreement or the Control Agreement, and such
failure or violation continues for a period of fourteen (14) days after
Pledgee requests Pledgor to remedy such failure or violation; or

              (c)    If any representation or warranty made by Pledgor in
this Agreement or the Control Agreement or any other document delivered to
Pledgee by contains any untrue statement of a material fact or omits to state
a material fact necessary to make the statements therein not misleading in
light of the circumstances in which they were made;

       Pledgor shall be in default and Pledgee shall have, in addition to any
other remedies available to it under Section 5.2 below and under the law or
any agreement, the rights and remedies of a secured party under Article 9 of
the Uniform Commercial Code of California (the "UNIFORM COMMERCIAL CODE").

       SECTION 5.2   REMEDIES.

              (a)    If an Event of Default has occurred and is continuing,
Pledgee may, in its discretion: (i) deliver a notice of exclusive control
under the Control Agreement to Broker; (ii) cause the Account to be
reregistered in its sole name or transfer the Account to another
broker/dealer in its sole name; (iii) remove any Collateral from the Account
and register such Collateral in its name or in the name of its broker/dealer,
agent or nominee or any of the nominees; (iv) exchange certificates
representing any of the Collateral for certificates of larger or smaller
denominations; (v) exercise any voting, conversion, registration, purchase or
other rights of a holder of any of the Collateral and any reasonable expense
of such exercise shall be deemed to be an expense of preserving the value of
such Collateral; and (vi) collect, including by legal action, any notes,
checks or other instruments for the payment of money included in the
Collateral and compromise or settle with any obligor of such instruments.

              (b)    If notice of time and place of any public sale of the
Collateral or the time after which any private sale or other intended
disposition is required by the Uniform Commercial Code, Pledgor acknowledges
that five (5) days' advance notice thereof will be a reasonable notice.
Pledgee shall not be obligated to make any sale of Collateral regardless of
notice of sale having been given.  Pledgee may adjourn any public or private
sale from time to time by announcement at the time and place fixed therefor,
and such sale may, without further notice, be made at the time and place to
which it was so adjourned.

              (c)    If, under the Uniform Commercial Code, Pledgee may
purchase any part of the Collateral, it may in payment of any part of the
purchase price thereof, cancel any part of the Secured Obligations.



              (d)    If any of the Collateral is sold on credit or for future
delivery, it need not be retained by Pledgee until the purchase price is paid
and Pledgee shall incur no liability if the purchaser fails to take up or pay
for such Collateral.  In case of any such failure, such Collateral may be
sold again.

              (e)    Pledgor shall execute and deliver to the purchasers of
the Collateral all instruments and other documents necessary or proper to
sell, convey and transfer title to such Collateral and, if approval of any
sale of Collateral by any governmental body or officer is required, Pledgor
shall prepare or cooperate fully in the preparation of and cause to be filed
with such governmental body or officer all necessary or proper applications,
reports and forms and do all other things necessary or proper to
expeditiously obtain such approval.

              (f)    Any cash held by Pledgee as Collateral and all cash
proceeds of any sale of, collection from, or other realization upon all or
any part of the Collateral may, in the discretion of Pledgee, be held by
Pledgee as collateral for, or then or at any time thereafter be applied
(after payment of any amounts payable to Pledgee pursuant to Article 4 above)
in whole or in part against, all or any part of the Secured Obligations in
such order as Pledgee may elect.  Any surplus of such cash or cash proceeds
held by Pledgee and remaining after payment in full of all of Pledgee's
expenses hereunder and the Secured Obligations shall be paid over to Pledgor
or to whomever may be lawfully entitled to receive such surplus.

appoints and constitutes Pledgee, its successors and assigns, as his agent
and attorney-in-fact with the power, after and during the continuance of an
Event of Default, to carry out the provisions of this Agreement and take any
action or execute any instrument that Pledgee considers necessary or
convenient for such purpose, including the power to endorse and deliver
checks, notes and other instruments for the payment of money in the name of
and on behalf of Pledgor, to endorse and deliver in the name of and on behalf
of Pledgor securities certificates and execute and deliver in the name of and
on behalf of Pledgor instructions to the issuers of uncertificated
securities, and to execute and deliver in the name of and on behalf of
Pledgor financing statements (which may be photocopies of this Agreement) and
continuations and amendments to financing statements in the State of
California or elsewhere and Forms 4, 5, 144 and Schedules 13D and 13G with
the United States Securities and Exchange Commission.  This appointment is
coupled with an interest and is irrevocable and will not be affected by the
death or bankruptcy of Pledgor nor by the lapse of time.  If Pledgor fails to
perform any act required by this Agreement, Pledgee may perform such act in
the name of and on behalf of Pledgor and at his expense.  Pledgor hereby
consents and agrees that the issuers of or obligors of the Collateral or any
registrar or transfer agent or trustee for any of the Collateral shall be
entitled to accept the provisions hereof as conclusive evidence of the rights
of Pledgee to effect any transfer pursuant to this Agreement and the
authority granted to Pledgee herein, notwithstanding any other notice or
direction to the contrary heretofore or hereafter given by Pledgor, or any
other person, to any of such issuers, obligors, registrars, transfer agents,
or trustees.

       SECTION 5.4   IMPACT OF REGULATIONS.  Pledgor acknowledges that
compliance with the Securities Act of 1933 and the rules and regulations
thereunder and any relevant state securities laws and other applicable laws may
impose limitations on the right of Pledgee to sell or otherwise dispose of
securities included in the Collateral.  For this reason, Pledgor hereby



authorizes Pledgee to sell any securities included in the Collateral in such
manner and to such persons as would, in the judgment of Pledgee, help to
ensure that the transfer of such securities will be given prompt and
effective approval by any relevant regulatory authorities and will not
require any of the securities to be registered or qualified under any
applicable securities laws.  Pledgor understands that a sale under the
foregoing circumstances may yield a substantially lower price for such
Collateral than would otherwise be obtainable if the same were registered and
sold in the open market, and Pledgor shall not attempt to hold Pledgee
responsible for selling any of the Collateral at an inadequate price even if
Pledgee accepts the first offer received or if only one possible purchaser
appears or bids at any such sale.  If Pledgee shall sell any securities
included in the Collateral at such sale, Pledgee shall have the right to rely
upon the advice and opinion of any qualified appraiser or investment banker
as to the commercially reasonable price obtainable on the sale thereof but
shall not be obligated to obtain such advice or opinion.  Pledgor hereby
assigns to Pledgee any registration rights or similar rights Pledgor may have
from time to time with respect to any of the Collateral.

                                     ARTICLE 6


       SECTION 6.1   ENTIRE AGREEMENT.  This Agreement, the schedules and
exhibits hereto and the agreements and instruments required to be executed
and delivered hereunder set forth the entire agreement of the parties with
respect to the subject matter hereof and supersede and discharge all prior
agreements (written or oral) and negotiations and all contemporaneous oral
agreements concerning such subject matter and negotiations.  There are no
oral conditions precedent to the effectiveness of this Agreement.

       SECTION 6.2   NON-WAIVER.  Neither the failure of nor any delay by any
party to this Agreement to enforce any right hereunder or to demand
compliance with its terms is a waiver of any right hereunder.  No action
taken pursuant to this Agreement on one or more occasions is a waiver of any
right hereunder or constitutes a course of dealing that modifies this

       SECTION 6.3   WAIVERS.  No waiver of any right or remedy under this
Agreement shall be binding on any party unless it is in writing and is signed
by the party to be charged.  No such waiver of any right or remedy under any
term of this Agreement shall in any event be deemed to apply to any
subsequent default under the same or any other term contained herein.

       SECTION 6.4   AMENDMENTS.  No amendment, modification or termination
of this Agreement shall be binding on any party hereto unless it is in
writing and is signed by the party to be charged.

       SECTION 6.5   SEVERABILITY.  If any term or provision set forth in
this Agreement shall be invalid or unenforceable, the remainder of this
Agreement, or the application of such terms or provisions to persons or
circumstances, other than those held invalid or unenforceable, shall be
construed in all respects as if such invalid or unenforceable term or
provision were omitted.

       SECTION 6.6   SUCCESSORS.  The terms of this Agreement shall be binding
upon Pledgor, his heirs and personal representatives, and shall inure to the
benefit of Pledgee, its corporate



successors and any holder, owner or assignee of any rights in the Note and
will be enforceable by them as their interest may appear.

       SECTION 6.7   NOTICES.  Any notice, request or other communication
required or permitted to be given under this Agreement shall be in writing
and deemed to have been properly given when delivered in person, or when sent
by telecopy or other electronic means and electronic confirmation of error
free receipt is received or two days after being sent by certified or
registered United States mail, return receipt requested, postage prepaid,
addressed to the party at the address set forth next to such parties'
signature hereto and with such copies delivered, transmitted or mailed to
such persons as are specified therein.  Any party may change his address for
notices in the manner set forth above.

       SECTION 6.8   COUNTERPARTS.  This Agreement may be executed in any
number of counterparts, all of which shall constitute one and the same
instrument, and any party hereto may execute this Agreement by signing and
delivering one or more counterparts.

       SECTION 6.9   GOVERNING LAW, ETC.This Agreement shall be governed by
and construed in accordance with the law of the State of California.

       [Remainder of page intentionally left blank



       IN WITNESS WHEREOF, the Pledgor has signed this Investment Property
Security Agreement as of the date first written above.

                                                 THOMAS ST. DENNIS
                                                 /s/ Thomas St. Dennis



Accepted as of this 7th day of September 1999


By: /s/ Richard W. Kraber
Name:   Richard W. Kraber
Title:  Vice President and Chief Financial Officer




                              WIND RIVER SYSTEMS, INC.
                             STOCK OPTION GRANT NOTICE
                    (OUTSIDE OF THE 1998 EQUITY INCENTIVE PLAN)

WIND RIVER SYSTEMS, INC. (the "Company") hereby grants to Optionee a
nonstatutory stock option to purchase the number of shares of the Company's
common stock (the "Shares") set forth below.  This option is not intended to
qualify as an "incentive stock option" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").  This option is not
subject to, and is granted outside of the Company's 1998 Equity Incentive Plan.
This option is subject to all of the terms and conditions as set forth herein
and in Attachments I and II, which are incorporated herein in their entirety.

OPTIONEE:                     Marla Ann Stark
DATE OF GRANT:                October 8, 1999
EXPIRATION DATE:              October 7, 2009

                              VESTING SCHEDULE

25% of the shares subject to this option shall vest on October 8, 2000.  1/48th
of the shares shall vest monthly thereafter.

PAYMENT:  Payment of the option exercise price may be made in cash, check or any
other method provided in the Stock Option Agreement.

ADDITIONAL TERMS/ACKNOWLEDGEMENTS:  The undersigned Optionee acknowledges
receipt of, and understands and agrees to, this Grant Notice and the Stock
Option Agreement.  Optionee further acknowledges that as of the Date of Grant,
this Grant Notice and the Stock Option Agreement set forth the entire
understanding between Optionee and the Company regarding the acquisition of
Shares pursuant to the option and supersedes all prior oral and written
agreements on that subject with the exception of the following agreements only:

     OTHER AGREEMENTS:     _______________________________________________


By:/S/ Richard W. Kraber               /S/Marla Ann Stark
----------------------------------     -----------------------------------

Title: CFO

Date: 12-3-99

Attachment I:  Stock Option Agreement
Attachment II: Notice of Exercise


                              WIND RIVER SYSTEMS, INC.
                               STOCK OPTION AGREEMENT

     Pursuant to the Grant Notice and this Stock Option Agreement, Wind River
Systems, Inc. (the "Company") has granted you an option to purchase the number
of shares of the Company's common stock ("Shares") indicated in the Grant Notice
at the exercise price indicated in the Grant Notice.

     This option is granted in connection with and in furtherance of the
Company's compensatory benefit plan for the Company's employees (including
officers), directors or consultants.

     The details of this option are as follows:

     1.   VESTING.  Subject to the limitations contained herein, this option
will vest as provided in the Grant Notice, provided that vesting will cease
upon the termination of your Continuous Service.  For purposes of this Option
Agreement, Continuous Service shall mean that your service with the Company
or an affiliate of the Company, whether as an employee, director or
consultant, is not interrupted or terminated.  Furthermore, your Continuous
Service shall not be deemed to have terminated merely because of a change in
the capacity in which you render service to the Company or an affiliate as an
employee, director or consultant or a change in the entity for which you
render such service, provided that there is no interruption or termination of
your Continuous Service.  For example, a change in status from an employee to
a consultant will not constitute an interruption of Continuous Service.  The
Board of Directors or the Chief Executive Officer of the Company, in that
party's sole discretion, may determine whether Continuous Service shall be
considered interrupted in the case of any leave of absence approved by that
party, including sick leave, military leave or any other personal leave.

     2.   METHOD OF PAYMENT.  Payment of the exercise price by cash or check
is due in full upon exercise of all or any part of this option, provided that
you may elect, to the extent permitted by applicable law and the Grant
Notice, to make payment of the exercise price under the following
alternatives, (i) provided that at the time of exercise the Company's stock
is publicly traded and quoted regularly in the Wall Street Journal:  payment
by delivery of already-owned Shares, held for the period required to avoid a
charge to the Company's reported earnings, and owned free and clear of any
liens, claims, encumbrances or security interests, which Shares shall be
valued at their fair market value on the date of exercise, or (ii) payment
pursuant to a program developed under Regulation T as promulgated by the
Federal Reserve Board which, prior to the issuance of Shares, results in
either the receipt of cash (or check) by the Company or the receipt of
irrevocable instructions to pay the aggregate exercise price to the Company
from the sales proceeds.

     3.   WHOLE SHARES.  This option may be exercised only for whole Shares.

     4.   TERM.  The term of this option commences on the Date of Grant and
expires upon the earliest of:



          (a)  the tenth (10th) anniversary of the Date of Grant;

          (b)  eighteen (18) months after your death, if you die while an
employee, director or consultant of the Company or within three (3) months
after termination of your Continuous Service;

          (c)  twelve (12) months after the termination of your Continuous
Service due to your permanent and total disability (within the meaning of
Section 22(e)(3) of the Internal Revenue Code of 1986, as amended); or

          (d)  three (3) months after the termination of your Continuous
Service for any reason other than death or disability.

     5.   EXERCISE.

          (a)  You may exercise the vested portion of this option during its
term by delivering a notice of exercise (in a form designated by the Company)
together with the exercise price to the Secretary of the Company, or to such
other person as the Company may designate, during regular business hours,
together with such additional documents as the Company may then require.

          (b)  By exercising this option you agree that:

               (i)  As a condition to any exercise of this option, the Company
may require you to enter into an arrangement providing for the payment by you to
the Company of any tax withholding obligation of the Company arising by reason
of (1) the exercise of this option; (2) the lapse of any substantial risk of
forfeiture to which the Shares are subject at the time of exercise; or (3) the
disposition of Shares acquired upon such exercise.

               (ii) Regardless of whether the offer and sale of Shares subject
to this option have been registered under the Securities Act of 1933, as amended
(the "1933 Act") or have been registered or qualified under the securities laws
of any state, the Company may impose restrictions upon the sale, pledge or other
transfer of such Shares (including the placement of appropriate legends on stock
certificates) if in the judgment of the Company and its counsel such
restrictions are necessary or desirable in order to achieve compliance with the
provisions of the 1933 Act, the securities laws of any state or any other law.

     6.   TRANSFERABILITY.  This option is not transferable, except by will or
by the laws of descent and distribution, and is exercisable during your lifetime
only by you.

     7.   CAPITALIZATION ADJUSTMENTS.  If any change is made in the Shares
subject to this option without the receipt of consideration by the Company
(through merger, consolidation, reorganization, recapitalization,
reincorporation, stock dividend, dividend in property other than cash, stock
split, liquidating dividend, combination of shares, exchange of shares, change
in corporate structure or other transaction not involving the receipt of
consideration by the Company), the option will be appropriately adjusted in the
class(es) and number of shares and price per share of stock subject to such
option.  Such adjustments shall be made by the Board of Directors of the
Company, determination of which shall be final, binding and conclusive.  (The



conversion of any convertible securities of the Company shall not be treated
as a transaction "without receipt of consideration" by the Company.)

     8.   CHANGE OF CONTROL.  Your option is subject to accelerated vesting
in accordance with the provision of the Wind River Systems, Inc. Executive
Officers' Change of Control Incentive and Severance Benefit Plan, as such
Plan may apply to you.

REGISTRATION. Unless the Shares to be issued upon exercise of your option
have been effectively registered under the 1933 Act, the Company shall be
under no obligation to issue any Shares covered by the option unless the
person who exercises such option, whether such exercise is in whole or in
part, shall give a written representation and undertaking to the Company
which is satisfactory in form and scope to counsel for the Company and upon
which, in the opinion of such counsel, the Company may reasonably rely, that
he or she is acquiring the Shares issued to him or her pursuant to such
exercise of the option for his or her own account as an investment and not
with a view to, or for sale in connection with, the distribution of any such
Shares, and that he or she will make no transfer of the same except in
compliance with any rules and regulations in force at the time of such
transfer under the 1933 Act, or any other applicable law, and that if Shares
are issued without such registration a legend to this effect may be endorsed
on the securities so issued.  In the event that the Company shall,
nevertheless, deem it necessary or desirable to register under the 1933 Act
or other applicable statutes any Shares with respect to which an option shall
have been exercised, or to qualify any such Shares for exemption from the
1933 Act or other applicable statutes, then the Company shall take such
action at its own expense and may require from each participant such
information in writing for use in any registration statement, prospectus,
preliminary prospectus or offering circular as is reasonably necessary for
such purpose and may require reasonable indemnity to the Company and its
officers and directors from such holder against all losses, claims, damages
and liabilities arising from such use of the information so furnished and
caused by any untrue statement of any material fact required to be stated
therein or necessary to make the statement therein not misleading in light of
the circumstances under which they were made.

     10.  OPTION NOT AN EMPLOYMENT CONTRACT.  This option is not an
employment contract, and nothing in this option shall be deemed to create in
any way whatsoever any obligation on your part to continue in the employ of
the Company, or of the Company to continue your employment with the Company.
The Company may terminate your employment at any time, for any reason or no
reason, with or without cause.

     11.  NOTICES.  Any notices provided for in this option shall be given in
writing and shall be deemed effectively given upon receipt or, in the case of
notices delivered by the Company to you, five (5) days after deposit in the
United States mail, postage prepaid, addressed to you at the last address you
provided to the Company.

     12.  CHOICE OF LAW.  This option shall be governed by, and construed in
accordance with the laws of the State of California, as such laws are applied
to contracts entered into and performed in such State.



     13.  GOVERNING AUTHORITY.  This option is subject to all
interpretations, amendments, rules and regulations which may from time to
time be promulgated and adopted by the Company.  This authority shall be
exercised by the Board, or by a committee of one or more members of the Board
in the event that the Board delegates its authority to a committee.  The
Board, in the exercise of this authority, may correct any defect, omission or
inconsistency in this option in a manner and to the extent the Board shall
deem necessary or desirable to make this option fully effective.  References
to the Board also include any committee appointed by the Board to administer
and interpret this option.  Any interpretations, amendments, rules and
regulations promulgated by the Board shall be final and binding upon the
Company and its successors in interest as well as you and your heirs,
assigns, and other successors in interest.

Dated the 4th day of December, 1999.

Very truly yours,


By:  /S/Richard W. Kraber
     Duly authorized on behalf
     of the Board of Directors



                                 NOTICE OF EXERCISE

Wind River Systems, Inc.
1010 Atlantic Avenue
Alameda, CA 94501                      Date of Exercise: _________________

Ladies and Gentlemen:

     This constitutes notice under my nonstatutory stock option that I elect to
purchase the number of shares for the price set forth below.

     Stock option dated:                              October 8, 1999
     Number of shares as
     to which option is
     Certificate to be
     issued in name of:
     Total exercise price:                            $
     Cash payment (or check) delivered herewith:      $
     Value of ______ shares of
     Wind River Systems, Inc.
     common stock delivered herewith(1):              $

     By this exercise, I agree to provide such additional documents as you may
reasonably require.  I understand that my right to receive the shares otherwise
issuable to me upon the exercise of the option is contingent upon my
satisfaction of these requirements.

     I hereby make the following statements with respect to the shares of common
stock (the "Shares"), which are being acquired by me for my own account upon
this exercise of the option as set forth above:

(1)     Shares must meet the public trading requirements set forth in the
option.  Shares must be valued in accordance with the terms of the option
being exercised, must have been owned for the minimum period required in the
option, and must be owned free and clear of any liens, claims, encumbrances
or security interests. Certificates must be endorsed or accompanied by an
executed assignment separate from certificate.



     I acknowledge and agree that as a condition to this exercise of the option,
the Company may require me to enter an arrangement providing for the payment by
me to the Company of any tax withholding obligation of the Company arising by
reason of (1) the exercise of the option; (2) the lapse of any substantial risk
of forfeiture to which the Shares are subject at the time of exercise; or
(3) the disposition of Shares acquired upon such exercise.

     I further acknowledge and agree that regardless of whether the offer and
sale of Shares subject to the option have been registered under the Securities
Act of 1933, as amended (the "1933 Act") or have been registered or qualified
under the securities laws of any state, the Company may impose restrictions upon
the sale, pledge or other transfer of the Shares (including the placement of
appropriate legends on stock certificates) if in the judgment of the Company and
its counsel such restrictions are necessary or desirable in order to achieve
compliance with the provisions of the 1933 Act, the securities laws of any state
or any other law.

                                       Very truly yours,