ex10_d12494



 EXHIBIT 10.11

	Notice of Grant
      of Stock Option

      and Option Agreement 	 Wind River
        Systems, Inc.
ID:
        94-2873391 

        500 Wind River Way 

        Alameda, CA 94501

      




	[Name
      of Optionholder]	Option
      Number: 	[Option
      Number] 
	[Address of Optionholder]	Plan:	1998 Non-Officer
      Stock Option Plan 




Effective
  on [Date of Grant] (the “Date of Grant”), you have been granted a(n)
  Non-Qualified Stock Option to buy [Number of Shares] shares of Wind River Systems,
  Inc. (the Company) stock at $[Price Per Share] per share. The date on which
  your option begins to vest is [Vesting Start Date] (the “Vesting Start
  Date”).

 The total option price of
  the shares granted is [Total Exercise Price of Option].

 Shares in each period will
  become fully vested on the date shown.

	   Shares	Vest
      Type	Full
      Vest	Expiration
      Date
	 	 	 	 
	[Number
      of Shares]	On Vest Date	[Month/Day/Year]	[Month/Day/Year]
	[Number
      of Shares]	Monthly	[Month/Day/Year]	[Month/Day/Year]


 Note: Please refer
  to Section 2 of your option agreement with regard to limitation on exercise.



By your signature and the
  Company's signature below, you and the Company agree that this option is granted
  under and governed by the terms and conditions of the Company's Stock Option
  Plan (see above reference to plan) as amended and made available on the Wind
  River internal web site and the attached Option Agreement, both of which are
  incorporated by reference and made a part of this document.





	____________________________________

      Wind River Systems, Inc.

      

      ____________________________________

      [Name of Optionholder]	____________________________________

      Date 

      

      ____________________________________

      Date






 
 ATTACHMENT
  I

 WIND RIVER SYSTEMS,
  INC. 

  1998 NON-OFFICER STOCK OPTION
  PLAN 

 NONSTATUTORY
  STOCK OPTION AGREEMENT 

  (FOR OPTIONEES SUBJECT TO THE LAWS OF FRANCE) 

  (For Grants Made On or After August 1, 2001) 

      Pursuant
  to your Notice of Grant of Stock Option (“Grant Notice”) and this
  Stock Option Agreement, Wind River Systems, Inc. (the “Company”) has
  granted you an option under its 1998 Non-Officer Stock Option Plan (together
  with the addendum to the 1998 Non-Officer Stock Option Plan attached hereto
  captioned “Provisions Applicable to Persons Subject to the Laws of France”
  and collectively referred to herein as the “Plan”) to purchase the
  number of shares of the Company’s Common Stock indicated in your Grant
  Notice at the exercise price indicated in your Grant Notice. Defined terms not
  explicitly defined in this Stock Option Agreement but defined in the Plan shall
  have the same definitions as in the Plan.

     The details of your option are
  as follows:

      1.
     VESTING. Subject to the limitations
  contained herein, your option will vest as provided in your Grant Notice, provided
  that vesting will cease upon the termination of your Continuous Service.

      2.
     LIMITATION ON EXERCISE.
  Notwithstanding any vesting under Section 1 hereof, your option may not
  be exercised prior to four years after the Date of Grant.

     3.    NUMBER
  OF SHARES AND EXERCISE PRICE.

The number of shares of Common Stock
  subject to your option and your exercise price per share referenced in your
  Grant Notice may be adjusted from time to time for capitalization adjustments,
  as provided in Section 11 of the Plan, to the extent such adjustments do not
  cause the Company to become subject to tax liabilities to which it otherwise
  would not be subject.

      4.
     METHOD OF PAYMENT.
  Payment of the exercise price is due in full upon exercise of all or any part
  of your option. You may elect to make payment of the exercise price in cash
  or by check or in the following manner:

             (a)
  In the Company’s sole discretion at the time your option is exercised
  and provided that at the time of exercise the Common Stock is publicly traded
  and quoted regularly in The Wall Street Journal, pursuant to a program
  developed under Regulation T as promulgated by the Federal Reserve Board that,
  prior to the issuance of Common Stock, 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.

     5.     WHOLE
  SHARES. You may exercise your option only for
  whole shares of 

  Common Stock.




 

      6.
     SECURITIES LAW COMPLIANCE.
  Notwithstanding anything to the contrary contained herein, you may not exercise
  your option unless the shares of Common Stock issuable upon such exercise are
  then registered under the Securities Act. The exercise of your option must also
  comply with other applicable laws and regulations governing your option, and
  you may not exercise your option if the Company determines that such exercise
  would not be in material compliance with such laws and regulations.

     7.   
  TERM. The term of this option commences on the Date
  of Grant, and expires at midnight on the Expiration Date (which is the earlier
  of the day before (i) the tenth anniversary from the date of grant or (ii) the
  expiration date set forth in the Grant Notice), unless this option expires sooner
  as set forth below or in the Plan. In no event may this option be exercised
  on or after the Expiration Date. This option shall terminate prior to the Expiration
  Date of its term as follows: on the later of (i) six (6) months after the termination
  of your Continuous Status as an Employee, Director or Consultant (as defined
  in the Plan) with the Company or an Affiliate of the Company or (ii) if such
  termination occurs prior to the expiration of the four (4) year period referred
  to in Section 2 of this option, four (4) years and six (6) months after the
  Date of Grant, unless one of the following circumstances exists:

             (a)
         If your termination of Continuous
  Status as an Employee, Director or Consultant is due to your permanent and total
  disability (within the meaning of Section 422(c)(6) of the Code), then this
  option will then expire on the earlier of (i) the Expiration Date set forth
  above or (ii) twelve (12) months following such termination; provided however,
  that if such termination occurs prior to the expiration of the four (4) year
  period referred to in Section 2 of this option, this option will expire on the
  earlier of (i) the Expiration Date set forth above or (ii) five (5) years from
  the Date of Grant.

             (b)       If
  your termination of Continuous Status as an Employee, Director or Consultant
  is due to your death or your death occurs within three (3) months following
  such termination, then this option will expire on the earlier of (i) the Expiration
  Date set forth above or (ii) six (6) months after your death.

             (c)       If
  during any part of such six (6) month period you may not exercise your option
  solely because of the condition set forth in Section 6 above, then your option
  will not expire until the earlier of the Expiration Date set forth above or
  until this option shall have been exercisable for an aggregate period of six
  (6) months after the later of (i) your termination of Continuous Status as an
  Employee, Director or Consultant or (ii) four (4) years from the Date of Grant.

     However,
  this option may be exercised following termination of Continuous Status as an
  Employee, Director or Consultant only as to that number of shares as to which
  it was exercisable on the date of such termination under the provisions of Section
  1 of this option.

     8.    EXERCISE.

             (a)       You
  may exercise the vested portion of your option during its term, to the extent
  specified above, by delivering a Notice of Exercise (in a form designated by
  the

- 2 -




 

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 your option you agree that, as a condition to any exercise of your
  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 your option or (2) the disposition
  of shares of Common Stock acquired upon such exercise.

     9.
     TRANSFERABILITY. Your option is not
  transferable, except by will or by the laws of descent and distribution, and
  is exercisable during your life only by you. Notwithstanding the foregoing,
  by delivering written notice to the Company, in a form satisfactory to the Company,
  you may designate a third party who, in the event of your death, shall thereafter
  be entitled to exercise your option.

     10.   OPTION
  NOT A SERVICE CONTRACT. Your
  option is not an employment or service contract, and nothing in your option
  shall be deemed to create in any way whatsoever any obligation on your part
  to continue in the employ of the Company or an Affiliate, or of the Company
  or an Affiliate to continue your employment. In addition, nothing in your option
  shall obligate the Company or an Affiliate, their respective shareholders, Boards
  of Directors, Officers or Employees to continue any relationship that you might
  have as a Director or Consultant for the Company or an Affiliate.

     11.   WITHHOLDING
  OBLIGATIONS.

             (a)       At
  the time you exercise your option, in whole or in part, or at any time thereafter
  as requested by the Company, you hereby authorize withholding from payroll and
  any other amounts payable to you, and otherwise agree to make adequate provision
  for (including by means of a “cashless exercise” pursuant to a program
  developed under Regulation T as promulgated by the Federal Reserve Board to
  the extent permitted by the Company), any sums required to satisfy the federal,
  state, local and foreign tax withholding obligations of the Company or an Affiliate,
  if any, which arise in connection with your option.

             (b)       Upon
  your request and subject to approval by the Company, in its sole discretion,
  and in compliance with any applicable conditions or restrictions of law, the
  Company may withhold from fully vested shares of Common Stock otherwise issuable
  to you upon the exercise of your option a number of whole shares of Common Stock
  having a Fair Market Value, determined by the Company as of the date of exercise,
  not in excess of the minimum amount of tax required to be withheld by law. Any
  adverse consequences to you arising in connection with such share withholding
  procedure shall be your sole responsibility.

             (c)       You
  may not exercise your option unless the tax withholding obligations of the Company
  and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise
  your option when desired even though your option is vested, and the Company
  shall have no obligation to issue a certificate for such shares of Common Stock
  or release such shares of Common Stock from any escrow provided for herein.

- 3 -



 
      12.  
  NOTICES. Any notices provided for in your option or
  the Plan shall be given in writing and shall be deemed effectively given upon
  receipt or, in the case of notices delivered by mail 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.

      13.
    GOVERNING PLAN DOCUMENT.
  Your option is subject to all the provisions of the Plan, the provisions of
  which are hereby made a part of your option, and is further subject to all interpretations,
  amendments, rules and regulations which may from time to time be promulgated
  and adopted pursuant to the Plan. In the event of any conflict between the provisions
  of your option and those of the Plan, the provisions of the Plan shall control.

 - 4 -



 
 ATTACHMENT II
  

 NOTICE OF EXERCISE

	Wind River Systems,
      Inc. 

      500 Wind River Way

      Alameda, CA 94501	Date of Exercise:
      ____________________________


Ladies and Gentlemen:

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

	     	
      Type
        of option:

        

        Effective Date of Option/Date of Grant:

        

        Number of shares as to which option is exercised:

        

        Certificate(s) to be issued in the name of:

        

        Total exercise price:

        

        Cash payment delivered herewith:

	Nonstatutory

      

      ___________________________________ 

      

      ___________________________________

      

      ___________________________________

      

      $__________________________________

      

      $__________________________________


      By
  this exercise, I agree (i) to provide such additional documents as you may require
  pursuant to the terms of the 1998 Non-Officer Stock Option Plan and (ii)
  to provide for the payment by me to you (in the manner designated by you) of
  your withholding obligation, if any, relating to the exercise of this option.

	 	Very truly yours,

        

        _______________________________

        (Signature)

        

        _______________________________

        (Print Name)