ex10-43_d12494


 
 EXHIBIT
  10.43 

 SECURITY AGREEMENT:
  SECURITIES ACCOUNT 

     
  1.     GRANT OF SECURITY INTEREST. For valuable consideration,
  the undersigned WIND RIVER SYSTEMS, INC., a Delaware corporation (“Debtor”),
  hereby grants and transfers to WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”)
  a security interest in (a) Debtor’s Account No. 12737300 (whether held in Debtor’s
  name or as a Bank collateral account for the benefit of Debtor), and all replacements
  or substitutions therefor, including any account resulting from a renumbering
  or other administrative re-identification thereof (collectively, the “Securities
  Account”) maintained with Wells Fargo Institutional Securities, LLC (“Intermediary”),
  (b) all financial assets credited to the Securities Account, (c) all security
  entitlements with respect to the financial assets credited to the Securities
  Account, and (d) any and all other investment property or assets maintained
  or recorded in the Securities Account (with all the foregoing defined as “Collateral”),
  together with whatever is receivable or received when any of the Collateral
  or proceeds thereof are sold, collected, exchanged or otherwise disposed of,
  whether such disposition is voluntary or involuntary, including without limitation,
  (i) all rights to payment, including returned premiums, with respect to any
  insurance relating to any of the foregoing, (ii) all rights to payment with
  respect to any claim or cause of action affecting or relating to any of the
  foregoing, and (iii) all stock rights, rights to subscribe, stock splits, liquidating
  dividends, cash dividends, dividends paid in stock, new securities or other
  property of any kind which Debtor is or may hereafter be entitled to receive
  on account of any securities pledged hereunder, including without limitation,
  stock received by Debtor due to stock splits or dividends paid in stock or sums
  paid upon or in respect of any securities pledged hereunder upon the liquidation
  or dissolution of the issuer thereof (hereinafter called “Proceeds”). Except
  as otherwise expressly permitted herein, in the event Debtor receives any such
  Proceeds, Debtor will hold the same in trust on behalf of and for the benefit
  of Bank and will immediately deliver all such Proceeds to Bank in the exact
  form received, with the endorsement of Debtor if necessary and/or appropriate
  undated stock powers duly executed in blank, to be held by Bank as part of the
  Collateral, subject to all terms hereof. As used herein, the terms “control,”
  “security entitlement,” “financial asset” and “investment property” shall have
  the respective meanings set forth in the California Uniform Commercial Code.
  In addition, each other capitalized term used but not otherwise defined herein
  has the meaning ascribed thereto in that certain Credit Agreement, dated as
  of April 15, 2003 (as amended, supplemented and/or otherwise modified from time
  to time, the “Credit Agreement”), entered into between Bank and Debtor. 

      2.     OBLIGATIONS
  SECURED. The obligations secured hereby are the payment and performance of all
  Obligations.

      3.     TERMINATION.
  This Agreement will terminate upon the performance of all obligations of Debtor
  to Bank secured hereby, and the termination of all commitments of Bank to extend
  credit to Debtor that are secured hereby, existing at the time Bank receives
  written notice from Debtor of the termination of this Agreement. 

      4.     OBLIGATIONS
  OF BANK. Bank shall have no duty to take any steps necessary to preserve the
  rights of Debtor against prior parties, or to initiate any action to protect
  against the possibility of a decline in the market value of the Collateral or
  Proceeds. Bank shall not be obligated to take any action with respect to the
  Collateral or Proceeds requested by Debtor unless such request is made in writing
  and Bank determines, in its sole discretion, that the requested action would
  not unreasonably jeopardize the value of the Collateral and Proceeds as security
  for the Obligations.

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  5.     REPRESENTATIONS AND WARRANTIES. Debtor represents
  and warrants to Bank that: (a) Debtor’s legal name is exactly as set forth on
  the first page of this Agreement, and all of Debtor’s organizational documents
  or agreements delivered to Bank are complete and accurate in every respect;
  (b) Debtor is the sole owner of the Collateral and Proceeds; (c) Debtor has
  the exclusive right to grant a security interest in the Collateral and Proceeds;
  (d) all Collateral and Proceeds are genuine, free from liens, adverse claims,
  setoffs, default, prepayment, defenses and conditions precedent of any kind
  or character, except for Permitted Liens; (e) except in respect of Permitted
  Liens, no financing statement covering any of the Collateral or Proceeds, and
  naming any secured party other than Bank, exists or is on file in any public
  office or remains in effect; and (f) no person or entity, other than Debtor,
  Bank and Intermediary, has any control over the Collateral or Proceeds. 

     6.     COVENANTS
  OF DEBTOR.

     (a)     Debtor
  agrees in general: (i) to pay Indebtedness secured hereby when due; (ii)
  to indemnify Bank against
  all losses, claims, demands, liabilities and expenses of every kind caused by
  the Collateral and/or the Proceeds; (iii) to pay all reasonable costs and expenses,
  including reasonable attorneys’ fees, incurred by Bank in the perfection and
  preservation of the Collateral or Bank’s interest therein and/or the realization,
  enforcement and exercise of Bank’s rights, powers and remedies hereunder; (iv)
  to permit Bank to exercise its powers hereunder and under the other Loan Documents;
  (v) to execute and deliver such documents as Bank deems necessary to create,
  perfect and continue the security interests contemplated hereby; (vi) not to
  change its name, and as applicable, its chief executive office, its principal
  residence or the jurisdiction in which it is organized and/or registered without
  giving Bank notice within thirty (30) days thereof; and (vii) to cooperate with
  Bank in perfecting all security interests granted herein and in obtaining such
  agreements from third parties as Bank deems reasonably necessary in connection
  with the preservation, perfection or enforcement of any of its rights hereunder.
  

      (b)     Debtor
  agrees with regard to the Collateral and Proceeds, unless Bank agrees otherwise
  in writing: (i) that Bank is authorized to file financing statements in the
  name of Debtor to perfect Bank’s security interest in Collateral and Proceeds;
  (ii) not to permit any security interest in or lien on the Collateral or Proceeds,
  except for Permitted Liens; provided that in no event shall Debtor grant control
  over the Collateral and/or the Proceeds to any other person or entity other
  than Intermediary on behalf of Bank; (iii) except for Permitted Liens, not to
  hypothecate or permit the transfer by operation of law of any of the Collateral
  or Proceeds or any interest therein; provided
  that in no event shall Debtor grant control over the Collateral and/or the Proceeds
  to any other person or entity other than Intermediary (on behalf of Bank); and
  (iv) if the Collateral or Proceeds consists of securities and so long as no
  Event of Default has occurred and is continuing unwaived, to vote said securities
  and to give consents, waivers and ratifications with respect thereto, provided
  that no vote shall be cast or consent, waiver or ratification given or action
  taken which would impair Bank’s interests in the Collateral and Proceeds or
  be inconsistent with or violate any provisions of this Agreement. Debtor further
  agrees that any party now or at any time hereafter authorized by Debtor to advise
  or otherwise act with respect to the Securities Account shall be subject to
  all terms and conditions contained herein and in any control, custodial or other
  similar agreement at any time in effect among Bank, Debtor and Intermediary
  relating to the Collateral. 

     
  7.     POWERS OF BANK. Debtor appoints Bank its true attorney
  in fact to perform any of the following powers, which are coupled with an interest,
  are irrevocable until termination of this Agreement and may be exercised from
  time to time by Bank’s officers and employees, or

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 any of them, whether or not
  Debtor is in default (except as otherwise provided): (a) to perform any obligation
  of Debtor hereunder in Debtor’s name or otherwise; (b) if an Event of Default
  has occurred and is continuing unwaived, to notify any person obligated on any
  security, instrument or other document subject to this Agreement of Bank’s rights
  hereunder; (c) if an Event of Default has occurred and is continuing unwaived,
  to collect by legal proceedings or otherwise all dividends, interest, principal
  or other sums now or hereafter payable upon or on account of the Collateral
  or Proceeds; (d) if an Event of Default has occurred and is continuing unwaived,
  to enter into any extension, modification, reorganization, deposit, merger or
  consolidation agreement, or any other agreement relating to or affecting the
  Collateral or Proceeds, and in connection therewith to deposit or surrender
  control of the Collateral and Proceeds, to accept other property in exchange
  for the Collateral and Proceeds, and to do and perform such acts and things
  as Bank may deem proper, with any money or property received in exchange for
  the Collateral or Proceeds, at Bank’s option, to be applied to the Indebtedness
  or held by Bank under this Agreement; (e) if an Event of Default has occurred
  and is continuing unwaived, to make any compromise or settlement Bank deems
  desirable or proper in respect of the Collateral and Proceeds; (f) if an Event
  of Default has occurred and is continuing unwaived, to insure, process and preserve
  the Collateral and Proceeds; (g) if an Event of Default has occurred and is
  continuing unwaived, to exercise all rights, powers and remedies which Debtor
  would have, but for this Agreement, with respect to all Collateral and Proceeds
  subject hereto; and (h) to do all acts and things and execute all documents
  in the name of Debtor or otherwise deemed by Bank (acting in good faith) as
  necessary, proper and convenient in connection with the preservation, perfection
  or enforcement of its rights hereunder. If an Event of Default has occurred
  and is continuing unwaived, to effect the purposes of this Agreement or otherwise
  upon instructions of Debtor, Bank may cause any Collateral and/or Proceeds to
  be transferred to Bank’s name or the name of Bank’s nominee. If an Event of
  Default has occurred and is continuing unwaived, any or all Collateral and/or
  Proceeds consisting of securities may be registered, without notice, in the
  name of Bank or its nominee, and thereafter Bank or its nominee may exercise,
  without notice, all voting and corporate rights at any meeting of the shareholders
  of the issuer thereof, any and all rights of conversion, exchange or subscription,
  or any other rights, privileges or options pertaining to such Collateral and/or
  Proceeds, all as if it were the absolute owner thereof. The foregoing shall
  include, without limitation, the right of Bank or its nominee to exchange, at
  its discretion, any and all Collateral and/or Proceeds upon the merger, consolidation,
  reorganization, recapitalization or other readjustment of the issuer thereof,
  or upon the exercise by the issuer thereof or Bank of any right, privilege or
  option pertaining to any shares of the Collateral and/or Proceeds, and in connection
  therewith, the right to deposit and deliver any and all of the Collateral and/or
  Proceeds with any committee, depository, transfer agent, registrar or other
  designated agency upon such terms and conditions as Bank may determine. All
  of the foregoing rights, privileges or options may be exercised without liability
  on the part of Bank or its nominee except to account for property actually received
  by Bank. Bank shall have no duty to exercise any of the foregoing, or any other
  rights, privileges or options with respect to the Collateral or Proceeds and
  shall not be responsible for any failure to do so or delay in so doing. 

      8.     PAYMENT
  OF PREMIUMS, TAXES, CHARGES, LIENS AND ASSESSMENTS. Debtor agrees to pay, prior
  to delinquency, all insurance premiums, taxes, charges, liens and assessments
  against the Collateral and Proceeds, and upon the failure of Debtor to do so,
  Bank at its option may pay any of them and shall be the sole judge of the legality
  or validity thereof and the amount necessary to discharge the same. Any such
  payments made by Bank shall be obligations of Debtor to Bank, due and payable
  immediately upon demand, together with interest at a rate determined in accordance
  with the provisions of Section 15 hereof, and shall 

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 be secured by the Collateral
  and Proceeds, subject to all terms and conditions of this Agreement. 

      9.     EVENTS
  OF DEFAULT. The occurrence of any “Event of Default” as that term is defined
  in the Credit Agreement shall constitute an “Event of Default” hereunder. 

      10.    
  REMEDIES. Upon the occurrence and during the continuation of any unwaived Event
  of Default, Bank shall have the right to declare immediately due and payable
  all or any Indebtedness secured hereby and to terminate any commitments to make
  loans or otherwise extend credit to Debtor. Bank shall have all other rights,
  powers, privileges and remedies granted to a secured party upon default under
  the California Uniform Commercial Code or otherwise provided by law, including
  without limitation, the right (a) to contact all persons obligated to Debtor
  on any Collateral or Proceeds and to instruct such persons to deliver all Collateral
  and/or Proceeds directly to Bank, and (b) to sell, lease, license or otherwise
  dispose of any or all Collateral. All rights, powers, privileges and remedies
  of Bank shall be cumulative. No delay, failure or discontinuance of Bank in
  exercising any right, power, privilege or remedy hereunder shall affect or operate
  as a waiver of such right, power, privilege or remedy; nor shall any single
  or partial exercise of any such right, power, privilege or remedy preclude,
  waive or otherwise affect any other or further exercise thereof or the exercise
  of any other right, power, privilege or remedy. Any waiver, permit, consent
  or approval of any kind by Bank of any default hereunder, or any such waiver
  of any provisions or conditions hereof, must be in writing and shall be effective
  only to the extent set forth in writing. It is agreed that public or private
  sales or other dispositions, for cash or on credit, to a wholesaler or retailer
  or investor, or user of property of the types subject to this Agreement, or
  public auctions, are all commercially reasonable since differences in the prices
  generally realized in the different kinds of dispositions are ordinarily offset
  by the differences in the costs and credit risks of such dispositions. If an
  Event of Default has occurred and is continuing unwaived: (a) Debtor will not
  dispose of any Collateral or Proceeds except on terms approved by Bank; (b)
  Bank may appropriate the Collateral and apply all Proceeds toward repayment
  of the Indebtedness in such order of application as Bank may from time to time
  elect; (c) Bank may take any action with respect to the Collateral contemplated
  by any control, custodial or other similar agreement then in effect among Bank,
  Debtor and Intermediary; and (d) at Bank’s request, Debtor will assemble and
  deliver all books and records pertaining to the Collateral or Proceeds to Bank
  at a reasonably convenient place designated by Bank. For any Collateral or Proceeds
  consisting of securities, Bank shall have no obligation to delay a disposition
  of any portion thereof for the period of time necessary to permit the issuer
  thereof to register such securities for public sale under any applicable state
  or Federal law, even if the issuer thereof would agree to do so. Debtor further
  agrees that Bank shall have no obligation to process or prepare any Collateral
  for sale or other disposition. 

      11.    
  DISPOSITION OF COLLATERAL AND PROCEEDS; TRANSFER OF INDEBTEDNESS. In disposing
  of Collateral hereunder, Bank may disclaim all warranties of title, possession,
  quiet enjoyment and the like. Any proceeds of any disposition of any Collateral
  or Proceeds, or any part thereof, may be applied by Bank to the payment of expenses
  incurred by Bank in connection with the foregoing, including reasonable attorneys’
  fees, and the balance of such proceeds may be applied by Bank toward the payment
  of the Indebtedness in such order of application as Bank may from time to time
  elect. Upon the transfer of all or any part of the Indebtedness, Bank may transfer
  all or any part of the Collateral or Proceeds and shall be fully discharged
  thereafter from all liability and responsibility with respect to any of the
  foregoing so transferred, and the transferee shall be vested with all rights
  and powers of Bank hereunder with respect to any of the foregoing so transferred;
  but with respect to any Collateral 

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 or Proceeds not so transferred,
  Bank shall retain all rights, powers, privileges and remedies herein given.
  

      12.     STATUTE
  OF LIMITATIONS. Until all Indebtedness shall have been paid in full and all
  commitments by Bank to extend credit to Debtor have been terminated, the power
  of sale or other disposition and all other rights, powers, privileges and remedies
  granted to Bank hereunder shall continue to exist and may be exercised by Bank
  at any time and from time to time irrespective of the fact that the Indebtedness
  or any part thereof may have become barred by any statute of limitations, or
  that the personal liability of Debtor may have ceased, unless such liability
  shall have ceased due to the payment in full of all Indebtedness secured hereunder.
  

      13.      MISCELLANEOUS.
  Debtor hereby waives any right to require Bank to (i) proceed against Debtor
  or any other person, (ii) proceed against or exhaust any security from Debtor
  or any other person, (iii) perform any obligation of Debtor with respect to
  any Collateral or Proceeds, and (d) make any presentment or demand, or give
  any notice of nonpayment or nonperformance, protest, notice of protest or notice
  of dishonor hereunder or in connection with any Collateral or Proceeds. Debtor
  further waives any right to direct the application of payments or security for
  any Indebtedness of Debtor or indebtedness of customers of Debtor. 

      14.     NOTICES.
  All notices, requests and demands required under this Agreement shall be made,
  and shall be deemed given or received, given in accordance with the provisions
  of the Credit Agreement. 

      15.     COSTS,
  EXPENSES AND ATTORNEYS’ FEES. Debtor shall pay to Bank immediately upon demand
  the full amount of all payments, advances, charges, costs and expenses, including
  reasonable attorneys’ fees (to include outside counsel fees and all allocated
  costs of Bank’s in-house counsel), expended or incurred by Bank in exercising
  any right, power, privilege or remedy conferred by this Agreement or in the
  enforcement thereof, whether incurred at the trial or appellate level, in an
  arbitration proceeding or otherwise, and including any of the foregoing incurred
  in connection with any bankruptcy proceeding (including without limitation,
  any adversary proceeding, contested matter or motion brought by Bank or any
  other person) relating to Debtor or in any way affecting any of the Collateral
  or Bank’s ability to exercise any of its rights or remedies with respect thereto.
  All of the foregoing shall be paid by Debtor with interest from the date of
  demand until paid in full at a rate per annum equal to the Prime Rate (as defined
  in the Loan Commitment Note) in effect from time to time plus three percent
  (3.0%). 

      16.    
  SUCCESSORS; ASSIGNS; AMENDMENT. This Agreement shall be binding upon and inure
  to the benefit of the heirs, executors, administrators, legal representatives,
  successors and assigns of the parties, and may be amended or modified only in
  writing signed by Bank and Debtor. 

      17.     SEVERABILITY
  OF PROVISIONS. If any provision of this Agreement shall be held to be prohibited
  by or invalid under applicable law, such provision shall be ineffective only
  to the extent of such prohibition or invalidity, without invalidating the remainder
  of such provision or any remaining provisions of this Agreement. 

      18.     GOVERNING
  LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
  INTERNAL LAWS OF THE STATE OF CALIFORNIA. 

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      19.     ADDENDUM.
  Additional terms and conditions relating to the Securities Account are set forth
  in an Addendum attached hereto and incorporated herein by this reference. 

      Debtor warrants that Debtor
  is an organization registered under the laws of the State of Delaware. 

      Debtor warrants that its
  chief executive office is located at the following address: 500 Wind River Way,
  Alameda, CA 94501-1171. 

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     IN
  WITNESS WHEREOF, this Agreement has been executed as of the date first written
  above. 

 WIND RIVER SYSTEMS, INC.,

  a Delaware corporation

	By:	/s/ Michael W. Zellner
	 	
      

	Name:	 Michael W. Zellner
	Title:     	Vice President, Finance
      & Administration, Chief Financial Officer and Secretary


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