Exhibit
10.16


 


WIND RIVER
SYSTEMS, INC.


 


VICE
PRESIDENTS’ SEVERANCE BENEFIT PLAN


 


AMENDED AND
RESTATED EFFECTIVE AS OF JULY 8, 2003


 


Section 1.                                          INTRODUCTION.


 


The Wind River Systems, Inc.
Vice Presidents’ Severance Benefit Plan (the “Plan”) was established effective
May 16, 2001 and is hereby amended and restated effective July 8,
2003 (the “Effective Date”).  The
purpose of the Plan is to provide for the payment of severance benefits to
certain eligible employees of Wind River Systems, Inc. (the “Company”) or an
affiliate of the Company whose employment with the Company or an affiliate of
the Company is involuntarily terminated. 
As of the Effective Date, this amended and restated Plan shall supersede
any severance benefit plan, policy or practice previously maintained by the
Company or any affiliate of the Company other than the Wind River Systems, Inc.
Severance Benefit Plan and the Wind River Systems, Inc. Executive Officers’
Change of Control Incentive and Severance Benefit Plan (the “Change of Control
Plan”), both of which plans shall remain in full force and effect.  This Plan document also is the Summary Plan
Description for the Plan.


 


Section 2.                                          ELIGIBILITY FOR BENEFITS.


 


(a)                                  General Rules. 
Subject to the requirements set forth in this Section, the Company will
grant severance benefits under the Plan to Eligible Employees.


 


(1)                                 “Eligible Employees” for purposes of this Plan are all full-time
and part-time regular hire employees of the Company and its affiliates (i) who
are based in the United States, (ii) 
who are classified in a position at the level of vice president or
above, (iii)  whose employment is
involuntarily terminated by the Company or an affiliate of the Company, and
(iv)  who are notified by the Company in
writing that they are eligible for participation in this Plan.  The determination as to whether an employee
is an Eligible Employee shall be made by the Company, in its sole discretion,
and such determination shall be binding and conclusive on all persons.  For purposes of this Plan, part-time
employees are those regular hire employees who are regularly scheduled to work
more than twenty (20) hours per week but less than a full-time work
schedule.  Regular hire employees
working twenty (20) hours per week or less and temporary employees are not
eligible for severance benefits under the Plan.  Notwithstanding the foregoing, an “Eligible Employee,” as that
term is defined in the Change of Control Plan with respect to severance
benefits under the Change of Control Plan, shall not be an Eligible Employee
under this Plan, with the result that this Plan shall have no Eligible
Employees for the period of twelve (12) months following a “Change of Control,”
as that term is defined in the Change of Control Plan.


 


(2)                                 In order to be eligible to receive benefits
under the Plan, an Eligible Employee must remain on the job until his or her
date of termination as scheduled by the Company.


 


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(3)                                 In order to be eligible to receive benefits
under the Plan, an Eligible Employee must execute a general waiver and release
in substantially the form attached hereto as Exhibit A, Exhibit B, or Exhibit
C, as appropriate, and such release must become effective in accordance with
its terms.  The Company, in its sole discretion,
may modify the form of the required release to comply with applicable state law
and  shall determine the form of
the required release, which may be incorporated into a termination agreement or
other agreement with the Eligible Employee.


 


(4)                                 In order to be eligible to receive benefits
under the Plan, an Eligible Employee must execute a non-competition agreement,
in such form as the Company, in its sole discretion, may prescribe.


 


(b)                                  Exceptions to Benefit
Entitlement.  An employee, including an employee  who otherwise is an Eligible Employee,
will not receive benefits under the Plan (or will receive reduced benefits
under the Plan)  in any of the
following circumstances, as determined by the Company in its sole discretion:


 


(1)                                 The employee has executed an individually
negotiated employment contract or agreement with the Company relating to
severance benefits that is in effect on his or her termination date, in which
case such employee’s severance benefit, if any, shall be governed by the terms
of such individually negotiated employment contract or agreement and shall be
governed by this Plan only to the extent that the reduction pursuant to
Section 3(c) below does not entirely eliminate benefits under this Plan.


 


(2)                                 The employee voluntarily terminates employment
with the Company or an affiliate of the Company.  Voluntary terminations include, but are not limited to,
resignation, retirement or failure to return from a leave of absence on the
scheduled date.


 


(3)                                 The employee voluntarily terminates employment
with the Company or an affiliate of the Company in order to accept employment
with another entity that is wholly or partly owned (directly or indirectly) by
the Company or an affiliate of the Company.


 


(4)                                 The employee is involuntarily terminated for reasons
related to job performance or cause, such as violation of Company policy.


 


(5)                                 The employee is offered an identical or
substantially equivalent or comparable position with the Company or an
affiliate of the Company.  For purposes
of the foregoing, a “substantially equivalent or comparable position” is one
that offers the employee the same level of responsibility and compensation.


 


(6)                                 The employee is offered immediate
reemployment by a successor to the Company or by a purchaser of its assets, as
the case may be, following a change in ownership of the Company or a sale of
substantially all of the assets of a division or business unit (including a
functional department within a larger division or business unit) of the
Company.  For purposes of the foregoing,
“immediate reemployment” means that the employee’s employment with the
successor to the Company or the purchaser of its assets, as the case may be,
results in uninterrupted employment such that the employee does not incur a
lapse in pay as a result of the change in ownership of the Company or the sale
of its assets.


 


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(7)                                 The employee is rehired by the Company or an
affiliate of the Company prior to the date benefits under the Plan are
scheduled to commence.


 


Section 3.                                          AMOUNT OF SEVERANCE BENEFIT.


 


(a)                                  Benefits. 
Benefits under the Plan, if any, shall be provided to Eligible Employees
in the amount and in the manner provided in Appendix A, as such Appendix A may
be revised by the Company, in its sole discretion, from time to time.


 


(b)                                  Notwithstanding any other provision of the
Plan to the contrary, the Company, in its sole discretion,  may  provide
benefits in addition to those pursuant to Section 3(a) to Eligible
Employees or employees who are not Eligible Employees (“Non-Eligible
Employees”) chosen by the Company, in its sole discretion, and the provision of
any such benefits to an Eligible Employee or a Non-Eligible Employee shall in
no way obligate the Company to provide such benefits to any other Eligible
Employee or Non-Eligible Employee, even if similarly situated.  If benefits under the Plan are provided to a
Non-Eligible Employee, references in the Plan to “Eligible Employee” (with the
exception of Section 3(a)) shall be deemed to refer to such Non-Eligible
Employee.


 


(c)                                  Certain Reductions.  Notwithstanding any other provision of the Plan to the contrary, the  Company, in its sole discretion, shall
have the authority to reduce an Eligible Employee’s severance benefits, in
whole or in part,  by any other
severance benefits, pay in lieu of notice, or other similar benefits payable to
the  Eligible Employee by the
Company that become payable in connection with the  Eligible Employee’s termination of employment pursuant to (i)
any applicable legal requirement, including, without limitation, the Worker
Adjustment and Retraining Notification Act (the “WARN Act”)  or any similar legal requirement adopted  by a state or local jurisdiction, (ii) any
policy, plan, program or arrangement, including, without limitation, a contract
between the Eligible Employee and any entity, or (iii) any Company policy or
practice providing for the  Eligible
Employee to remain on the payroll for a limited period of time after being
given notice of the termination of the  Eligible
Employee’s employment.  The benefits
provided under this Plan are intended to satisfy, in whole or in part,  any and all statutory obligations that may
arise out of an Eligible Employee’s termination of employment, and the Plan
Administrator shall so construe and implement the terms of the Plan.  The Company’s decision to apply such
reductions to the severance benefits of one Eligible Employee and the amount of
such reductions shall in no way obligate the Company to apply the same
reductions in the same amounts to the severance benefits of any other Eligible
Employee, even if similarly situated.  In the Company’s sole discretion,
such reductions may be applied on a retroactive basis, with severance benefits
previously paid being recharacterized as payments pursuant to the Company’s
statutory obligation.


 


Section 4.                                          TIME OF PAYMENT AND FORM OF
BENEFIT.


 


The cash severance benefit
under the Plan will be paid in a single sum within ten (10) days following the
effective date of the release described in Section 2(a)(3); provided, however, that all such payments
under the Plan will be subject to applicable withholding for federal, state and
local taxes.  If a terminating employee
is indebted to the Company or an affiliate of the Company at his or her
termination date, the Company reserves the right to offset any severance


 


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payments under the Plan by the amount of such indebtedness.  In no event shall payment of any Plan
benefit be made prior to the Eligible Employee’s termination date or prior to
the effective date of the release described in Section 2(a)(3).


 


Section 5.                                          REEMPLOYMENT.


 


(a)                                  Repayment.  In the event of an Eligible Employee’s reemployment by the Company or
an affiliate of the Company during the Severance Period, as defined below, such
Eligible Employee will be required to repay to the Company a prorated portion
of the cash severance pay received under Section 3(a).


 


(b)                                  Definition of “Severance
Period.”  “Severance Period,” for purposes of this
Plan, means the number of weeks in respect of which the amount of cash
severance paid to the Eligible Employee under Section 3(a) was calculated.


 


Section 6.                                          RIGHT TO INTERPRET PLAN;
AMENDMENT AND TERMINATION.


 


(a)                                  Exclusive Discretion.  The
Plan Administrator shall have the exclusive discretion and authority to
establish rules, forms, and procedures for the administration of the Plan and
to construe and interpret the Plan and to decide any and all questions of fact,
interpretation, definition, computation or administration arising in connection
with the operation of the Plan, including, but not limited to, the eligibility
to participate in the Plan and amount of benefits paid under the Plan.  The rules, interpretations, computations and
other actions of the Plan Administrator shall be binding and conclusive on all
persons.


 


(b)                                  Amendment or Termination.  The
Company reserves the right to amend or terminate this Plan or the benefits
provided hereunder at any time; provided,
however, that no such amendment or termination shall affect the
right to any unpaid benefit of any Eligible Employee whose termination date has
occurred prior to amendment or termination of the Plan.  Any action amending, terminating or
extending the Plan shall be authorized by the Compensation Committee of the
Company’s Board of Directors, shall be in writing, and shall be executed by the
Chief Executive Officer, President, Chief Financial Officer or Vice President
of Human Resources of the Company.


 


Section 7.                                          NO IMPLIED EMPLOYMENT
CONTRACT.


 


The Plan shall not be deemed
(i) to give any employee or other person any right to be retained in the employ
of the Company or (ii) to interfere with the right of the Company to discharge
any employee or other person at any time and for any reason, which right is hereby
reserved.


 


Section 8.                                          LEGAL CONSTRUCTION.


 


This Plan is intended to be
governed by and shall be construed in accordance with the Employee Retirement
Income Security Act of 1974 (“ERISA”) and, to the extent not preempted by
ERISA, the laws of the State of California.


 


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Section 9.                                          CLAIMS, INQUIRIES AND
APPEALS.


 


(a)                                  Applications for Benefits
and Inquiries.  Any application for benefits, inquiries about
the Plan or inquiries about present or future rights under the Plan must be
submitted to the Plan Administrator in writing by an applicant (or his or her
authorized representative).  The Plan Administrator is:


 


Wind River Systems, Inc.


500 Wind River Way


Alameda, CA 94501


 


(b)                                  Denial of Claims.  In the event that any application for benefits is denied in whole or in
part, the Plan Administrator must provide  the
applicant with written or electronic notice  of
the denial of the application, and of the applicant’s right to review the
denial.  Any electronic notice will
comply with the regulations of the U.S. Department of Labor.  The notice of denial will be set forth in a
manner designed to be understood by the applicant  and will include the following:


 


(1)                                 the specific reason or reasons for the
denial;


 


(2)                                 references to the specific Plan provisions  upon which the denial is based;


 


(3)                                 a description of any additional  information or material that the Plan
Administrator needs to complete the review and an explanation of why such
information or material is necessary; and


 


(4)                                 an explanation of the Plan’s review
procedures and the time limits applicable to such procedures, including a
statement of the applicant’s right to bring a civil action under
section 502(a) of ERISA following a denial on review of the claim, as
described in Section 9(d) below.


 


This notice of denial  will be given to the applicant  within ninety (90)  days after the Plan Administrator receives
the application, unless special circumstances require an extension of time, in
which case, the Plan Administrator has up to an additional ninety (90)  days for processing the application.  If an extension of time for processing is
required, written notice of the extension will be furnished to the applicant
before the end of the initial ninety (90) day period.


 


This notice of extension
will describe the special circumstances necessitating the additional time and
the date by which the Plan Administrator is to render its decision on the
application.


 


(c)                                  Request for a Review.  Any person (or that person’s authorized representative) for whom an
application for benefits is denied, in whole or in part, may appeal the denial
by submitting a request for a review to the Plan Administrator within sixty
(60)  days after the application is
denied A request for a review shall be in writing and shall be addressed to:


 


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Wind River Systems, Inc.


500 Wind River Way


Alameda, CA 94501


 


A request for review must set forth all of the grounds on which it is
based, all facts in support of the request and any other matters that the
applicant feels are pertinent.  The
applicant (or his or her representative) shall have the opportunity to submit
(or the Plan Administrator may require the applicant to submit) written
comments, documents, records, and other information relating to his or her
claim.  The applicant (or his or her
representative) shall be provided, upon request and free of charge, reasonable
access to, and copies of, all documents, records and other information relevant
to his or her claim.  The  review  shall
take into account all comments, documents, records and other information
submitted by the applicant (or his or her representative) relating to the
claim, without regard to whether such information was submitted or considered
in the initial benefit determination.


 


(d)                                  Decision on Review.  The Plan Administrator will act on each request for review within sixty
(60)  days after receipt of the request,
unless special circumstances require an extension of time (not to exceed an additional
sixty (60)  days), for processing the
request for a review.  If an extension
for review is required, written notice of the extension will be furnished to
the applicant within the initial sixty (60) day period.  This notice of extension will describe the
special circumstances necessitating the additional time and the date by which
the Plan Administrator is to render its decision on the review.  The Plan Administrator will give prompt,
written or electronic notice of its decision to the applicant. Any electronic
notice will comply with the regulations of the U.S. Department of Labor. 
In the event that the Plan Administrator confirms the denial of the
application for benefits in whole or in part, the notice will set forth, in a
manner calculated to be understood by the applicant, the following:


 


(1)                                 the specific reason or reasons for the
denial;


 


(2)                                 references to the specific Plan provisions
upon which the denial is based;


 


(3)                                 a statement that the applicant is entitled to
receive, upon request and free of charge, reasonable access to, and copies of,
all documents, records and other information relevant to his or her claim; and


 


(4)                                 a statement of the applicant’s right to bring
a civil action under section 502(a) of ERISA.


 


(e)                                  Rules and Procedures.  The Plan Administrator will establish rules and procedures, consistent
with the Plan and with ERISA, as necessary and appropriate in carrying out its
responsibilities in reviewing benefit claims. 
The Plan Administrator may require an applicant who wishes to submit
additional information in connection with an appeal from the denial of benefits
to do so at the applicant’s own expense.


 


(f)                                    Exhaustion of Remedies.  No legal action for benefits under the Plan may be brought until the
claimant (i) has submitted a written application for benefits in accordance
with the procedures described by Section 9(a) above, (ii) has been
notified by the Plan


 


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Administrator that the application is denied,
(iii) has filed a written request for a review of the application in accordance
with the appeal procedure described in Section 9(c) above, and (iv) has been notified that the Plan
Administrator has denied the appeal. 
Notwithstanding the foregoing, if  the
Plan Administrator  does not
respond to a Participant’s  claim
or appeal within the relevant time limits specified in this Section 9, the
Participant may bring legal  action
for benefits under  the Plan
pursuant to  Section 502(a)  of ERISA.


 


Section 10.                                   BASIS OF PAYMENTS TO AND FROM
PLAN.


 


All benefits under the Plan
shall be paid by the Company.  The Plan
shall be unfunded, and benefits hereunder shall be paid only from the general
assets of the Company.


 


Section 11.                                   OTHER PLAN INFORMATION.


 


(a)                                  Employer and Plan
Identification Numbers.  The Employer Identification Number assigned
to the Company (which is the “Plan Sponsor” as that term is used in ERISA) by
the Internal Revenue Service is 94-2873391. 
The Plan Number assigned to the Plan by the Plan Sponsor pursuant to the
instructions of the Internal Revenue Service is 563.


 


(b)                                  Ending Date for Plan’s
Fiscal Year.  The date of the end of the fiscal year for
the purpose of maintaining the Plan’s records is  December 31.


 


(c)                                  Agent for the Service of
Legal Process.  The agent for the service of legal process
with respect to the Plan is Wind River Systems, Inc., 500 Wind River Way,
Alameda, CA 94501.


 


(d)                                  Plan Sponsor and
Administrator.  The “Plan Sponsor” and the “Plan
Administrator” of the Plan is Wind River Systems, Inc., 500 Wind River Way,
Alameda, CA 94501.  The Plan Sponsor’s
and Plan Administrator’s telephone number is (800) 545-9463.  The Plan Administrator is the named
fiduciary charged with the responsibility for administering the Plan.


 


Section 12.                                   STATEMENT OF ERISA RIGHTS.


 


Participants in this Plan
(which is a welfare benefit plan sponsored by Wind River Systems, Inc.) are
entitled to certain rights and protections under ERISA.  If you are an Eligible Employee, you are
considered a participant in the Plan and, under ERISA, you are entitled to:


 


(a)                                  Examine, without charge, at the Plan
Administrator’s office and at other specified locations, such as work sites,
all Plan documents and copies of all documents filed by the Plan with the U.S.
Department of Labor, such as detailed annual reports;


 


(b)                                  Obtain copies of all Plan documents and Plan
information upon written request to the Plan Administrator.  The Administrator may make a reasonable
charge for the copies;


 


(c)                                  Receive a summary of the Plan’s annual
financial report, in the case of a plan which is required to file an annual
financial report with the Department of Labor.


 


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(Generally, all pension plans and welfare
plans with one hundred (100) or more participants must file these annual
reports.)


 


In addition to creating
rights for Plan participants, ERISA imposes duties upon the people responsible
for the operation of the employee benefit plan.  The people who operate the Plan, called “fiduciaries” of the Plan,
have a duty to do so prudently and in the interest of you and other Plan
participants and beneficiaries.


 


No one, including your
employer or any other person, may fire you or otherwise discriminate against
you in any way to prevent you from obtaining a Plan benefit or exercising your
rights under ERISA.  If your claim for a
Plan benefit is denied in whole or in part, you must receive a written
explanation of the reason for the denial. 
You have the right to have the Plan review and reconsider your claim.


 


Under ERISA, there are steps
you can take to enforce the above rights. 
For instance, if you request materials from the Plan and do not receive
them within thirty (30)  days, you may
file suit in a federal court.  In such a
case, the court may require the Plan Administrator to provide the materials and
pay you up to $110 a day until you receive the materials, unless the materials
were not sent because of reasons beyond the control of the Plan
Administrator.  If you have a claim for
benefits that is denied or ignored, in whole or in part, you may file suit in a
state or federal court.  If it should
happen that the Plan fiduciaries misuse the Plan’s money, or if you are
discriminated against for asserting your rights, you may seek assistance from
the U.S. Department of Labor, or you may file suit in a federal court.  The court will decide who should pay court
costs and legal fees.  If you are
successful, the court may order the person you have sued to pay these costs and
fees.  If you lose, the court may order
you to pay these costs and fees, for example, if it finds your claim is
frivolous.


 


If you have any questions
about the Plan, you should contact the Plan Administrator.  If you have any questions about this
statement or about your rights under ERISA, you should contact the nearest
office of the Pension and Welfare Benefits Administration, U.S. Department of
Labor, listed in your telephone directory or the Division of Technical
Assistance and Inquiries, Pension and Welfare Benefits Administration, U.S.
Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210.


  


Section 13.                                   EXECUTION.


 


To record the adoption of
the amended and restated Plan as set forth herein, effective as of the
Effective Date,  Wind River
Systems, Inc. has caused its duly authorized officer to execute the same this 8th
day of July 2003.


 


 


	
   

  	
  WIND RIVER SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Narendra K. Gupta

  
	
   

  	
   

  	
  Narendra K. Gupta

  Interim President and Chief Executive Officer

  
				



 


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For Employees Age 40 or Older


Individual Termination


 


EXHIBIT A


 


RELEASE
AGREEMENT


 


I
understand and agree completely to the terms set forth in the Wind River
Systems, Inc. Vice Presidents’ Severance Benefit Plan (the “Plan”).


 


In consideration of benefits
I will receive under the Plan, I hereby release, acquit and forever discharge
Wind River Systems, Inc. (the “Company”), its parents and subsidiaries, and
their respective officers, directors, agents, servants, employees,
shareholders, successors, assigns and affiliates, of and from any and all
claims, liabilities, demands, causes of action, costs, expenses, attorneys’
fees, damages, indemnities and obligations of every kind and nature, in law,
equity, or otherwise, known and unknown, suspected and unsuspected, disclosed
and undisclosed (other than any claim for indemnification I may have as a
result of any third party action against me based on my employment with the
Company), arising out of or in any way related to agreements, events, acts or
conduct at any time prior to and including the date I execute this Agreement,
including but not limited to:  all such
claims and demands directly or indirectly arising out of or in any way
connected with my employment with the Company or the termination of that
employment, including but not limited to, claims of intentional and negligent
infliction of emotional distress, any and all tort claims for personal injury,
claims or demands related to salary, bonuses, commissions, stock, stock
options, or any other ownership interests in the Company, vacation pay, fringe
benefits, expense reimbursements, severance pay, or any other form of
compensation; claims pursuant to any federal, state or local law or cause of
action including, but not limited to, the federal Civil Rights Act of 1964, as
amended; the federal Age Discrimination in Employment Act of 1967, as amended
(“ADEA”); the federal Americans with Disabilities Act of 1990; the California
Fair Employment and Housing Act, as amended; tort law; contract law; wrongful
discharge; discrimination; fraud; defamation; emotional distress; and breach of
the implied covenant of good faith and fair dealing.


 


I acknowledge that I am
knowingly and voluntarily waiving and releasing any rights I may have under
ADEA.  I also acknowledge that the
consideration given for the waiver and release in the preceding paragraph
hereof is in addition to anything of value to which I was already
entitled.  I further acknowledge that I
have been advised by this writing, as required by the ADEA, that:  (a) my waiver and release do not apply to
any rights or claims that may arise after I execute this Agreement; (b) I have
the right to consult with an attorney prior to executing this Agreement; (c) I
have twenty-one (21) days from the date I receive this Agreement to consider this
Agreement (although I voluntarily may choose to execute this Agreement
earlier); (d) I have seven (7) days following the execution of this Agreement
to revoke the Agreement; and (e) this Agreement shall not be effective until
the later of (i) the date upon which the revocation period has expired, which
shall be the eighth (8th) day after I execute this Agreement, and (ii) the date
I return this Agreement, fully executed, to the Company.


 


I acknowledge that I have
read and understand Section 1542 of the California Civil Code which reads
as follows:  “A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with the
debtor.”  I hereby expressly


 


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waive and relinquish all rights and benefits
under that section and any law of any jurisdiction of similar effect with
respect to my release of any claims I may have against the Company, its
affiliates, and the entities and persons specified above.


 


	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  
				



 


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EXHIBIT B


 


RELEASE
AGREEMENT


 


I
understand and agree completely to the terms set forth in the Wind River
Systems, Inc. Vice Presidents’ Severance Benefit Plan (the “Plan”).


 


In consideration of benefits
I will receive under the Plan, I hereby release, acquit and forever discharge
Wind River Systems, Inc. (the “Company”), its parents and subsidiaries, and
their respective officers, directors, agents, servants, employees,
shareholders, successors, assigns and affiliates, of and from any and all
claims, liabilities, demands, causes of action, costs, expenses, attorneys’
fees, damages, indemnities and obligations of every kind and nature, in law,
equity, or otherwise, known and unknown, suspected and unsuspected, disclosed
and undisclosed (other than any claim for indemnification I may have as a
result of any third party action against me based on my employment with the
Company), arising out of or in any way related to agreements, events, acts or
conduct at any time prior to and including the date I execute this Agreement,
including but not limited to:  all such
claims and demands directly or indirectly arising out of or in any way
connected with my employment with the Company or the termination of that
employment, including but not limited to, claims of intentional and negligent
infliction of emotional distress, any and all tort claims for personal injury,
claims or demands related to salary, bonuses, commissions, stock, stock
options, or any other ownership interests in the Company, vacation pay, fringe
benefits, expense reimbursements, severance pay, or any other form of compensation;
claims pursuant to any federal, state or local law or cause of action
including, but not limited to, the federal Civil Rights Act of 1964, as
amended; the federal Age Discrimination in Employment Act of 1967, as amended
(“ADEA”); the federal Americans with Disabilities Act of 1990; the California
Fair Employment and Housing Act, as amended; tort law; contract law; wrongful
discharge; discrimination; fraud; defamation; emotional distress; and breach of
the implied covenant of good faith and fair dealing.


 


I acknowledge that I am
knowingly and voluntarily waiving and releasing any rights I may have under
ADEA.  I also acknowledge that the
consideration given for the waiver and release in the preceding paragraph
hereof is in addition to anything of value to which I was already
entitled.  I further acknowledge that I
have been advised by this writing, as required by the ADEA, that:  (a) my waiver and release do not apply to
any rights or claims that may arise after I execute this Agreement; (b) I have
the right to consult with an attorney prior to executing this Agreement; (c) I
have forty-five (45) days from the date I receive this Agreement and the
information specified in (f) below to consider this Agreement (although I
voluntarily may choose to execute this Agreement earlier); (d) I have seven (7)
days following the execution of this Agreement to revoke the Agreement; and
(e)  this Agreement shall not be
effective until the later of (i) the date upon which the revocation period has
expired, which shall be the eighth (8th) day after I execute this
Agreement, and (ii) the date I return this Agreement, fully executed, to the
Company; and (f) I have received with this Agreement a detailed list of the job
titles and ages of all employees who were terminated in this group termination
and the ages of all employees of the Company and its affiliates in the same job
classification or organizational unit who were not terminated.


 


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I acknowledge that I have
read and understand Section 1542 of the California Civil Code which reads
as follows:  “A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with the
debtor.”  I hereby expressly
waive and relinquish all rights and benefits under that section and any
law of any jurisdiction of similar effect with respect to my release of any
claims I may have against the Company, its affiliates, and the entities and
persons specified above.


 


	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  
				



 


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For Employees Under Age 40


Individual and Group Termination


 


EXHIBIT C


 


RELEASE
AGREEMENT


 


I understand
and agree completely to the terms set forth in the Wind River Systems, Inc.
Vice Presidents’ Severance Benefit Plan (the “Plan”).


 


In consideration of benefits
I will receive under the Plan, I hereby release, acquit and forever discharge
Wind River Systems, Inc. (the “Company”), its parents and subsidiaries, and
their respective officers, directors, agents, servants, employees,
shareholders, successors, assigns and affiliates, of and from any and all
claims, liabilities, demands, causes of action, costs, expenses, attorneys’
fees, damages, indemnities and obligations of every kind and nature, in law,
equity, or otherwise, known and unknown, suspected and unsuspected, disclosed
and undisclosed (other than any claim for indemnification I may have as a
result of any third party action against me based on my employment with the
Company), arising out of or in any way related to agreements, events, acts or
conduct at any time prior to and including the date I execute this Agreement,
including but not limited to:  all such
claims and demands directly or indirectly arising out of or in any way
connected with my employment with the Company or the termination of that
employment, including but not limited to, claims of intentional and negligent
infliction of emotional distress, any and all tort claims for personal injury,
claims or demands related to salary, bonuses, commissions, stock, stock
options, or any other ownership interests in the Company, vacation pay, fringe
benefits, expense reimbursements, severance pay, or any other form of
compensation; claims pursuant to any federal, state or local law or cause of
action including, but not limited to, the federal Civil Rights Act of 1964, as
amended; the federal Americans with Disabilities Act of 1990; the California
Fair Employment and Housing Act, as amended; tort law; contract law; wrongful
discharge; discrimination; fraud; defamation; emotional distress; and breach of
the implied covenant of good faith and fair dealing.


 


I acknowledge that to become
effective, I must sign and return
this Agreement to the Company so that it is received not later than fourteen
(14) days following the date of my employment termination.  I acknowledge that I have read and
understand Section 1542 of the California Civil Code which reads as
follows:  “A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with the
debtor.”  I hereby expressly
waive and relinquish all rights and benefits under that section and any
law of any jurisdiction of similar effect with respect to my release of any
claims I may have against the Company, its affiliates, and the entities and
persons specified above.


 


	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  
				



 

















 


APPENDIX A


 


WIND RIVER
SYSTEMS, INC.


VICE
PRESIDENTS’ SEVERANCE BENEFIT PLAN


 


Severance benefits provided
to Eligible Employees under the Wind River Systems, Inc. Vice Presidents’
Severance Benefit Plan (the “Plan”) as of July 8, 2003 are as follows:


 


(a)          Lump Sum Cash Payment. 
Each Eligible
Employee will receive a cash lump sum payment equal to twenty-six (26) weeks of
Base Salary.  For purposes of
calculating the foregoing amount, “Base Salary” shall mean the Eligible
Employee’s base pay (excluding incentive pay, premium pay, commissions,
overtime, bonuses and other forms of variable compensation), at the rate in
effect during the last regularly scheduled payroll period immediately preceding
the Eligible Employee’s termination date.


 


(b)          COBRA Continuation Coverage.  Each
Eligible Employee who is enrolled in a health, dental, employee assistance  or visionplan sponsored by the Company may be eligible to continue coverage
under such health, dental, employee
assistance  or vision plan (or to
convert to an individual policy), at the time of the Eligible Employee’s
termination of employment, under the Consolidated Omnibus Budget Reconciliation
Act of 1985 (“COBRA”).  The Company will
notify the Eligible Employee of any such right to continue such coverage at the
time of termination pursuant to COBRA (“COBRA Continuation Coverage”).  If COBRA Continuation Coverage is elected,
the Company will pay the first six (6) months COBRA Continuation Coverage
premium on behalf of the Eligible Employee, after which the Eligible Employee
will be responsible for the remaining payment of premiums required under COBRA
for the remainder of the period of COBRA Continuation Coverage.  No provision of this Plan will affect the
continuation coverage rules under COBRA,  except
that the Company’s payment, if any, of applicable insurance premiums will be
credited as payment by the Eligible Employee for purposes of the Eligible
Employee’s payment required under COBRA. Therefore, the period during which an
Eligible Employee may elect to continue the Company’s health, dental, employee
assistance or vision plan insurance coverage at his or her expense under COBRA,
the length of time during which COBRA coverage will be made available to the Eligible
Employee, and all other rights and obligations of the Eligible Employee under
COBRA (except the obligation to pay insurance premiums that the Company pays)
will be applied in the same manner that such rules would apply in the absence
of this Plan.  For purposes of this
Section (b), any applicable insurance premiums that may be paid by the
Company shall not include any amounts payable by an Eligible Employee under an
Internal Revenue Code Section 125 health care reimbursement plan, which amounts,
if any, are the sole responsibility of the Eligible Employee.


 


(c)          Outplacement Services. Following an Eligible Employee’s termination
of employment, the Company, in its sole discretion, may provide the Eligible
Employee with outplacement services through an outplacement agency designated
by the Company, the terms of which shall be communicated to the Eligible
Employee in writing.  The provision and
scope of outplacement services for one Eligible Employee shall not


 


2

















 


determine
the provision and scope of outplacement service for any other Eligible
Employee, even if similarly situated.


 


(d)          Other Employee Benefits. 
All other benefits
(such as life insurance, disability coverage and 401(k) plan coverage) shall terminate
as of the Eligible Employee’s termination date (except to the extent that a
conversion privilege may be available under the applicable benefit plan).


 


(e)          Certain Reductions.  The
Company, in its sole discretion, shall have the authority to reduce an Eligible
Employee’s severance benefits, in whole or in part, by any other severance
benefits, pay in lieu of notice, or other similar benefits payable to the
Eligible Employee by the Company that become payable in connection with the
Eligible Employee’s termination of employment pursuant to (a) any applicable
legal requirement, including, without limitation, the Worker Adjustment and
Retraining Notification Act (the “WARN Act”) or any similar legal requirement
adopted by a state or local jurisdiction, (b) 
any policy, plan, program or arrangement, including, without limitation,
a contract between the Eligible Employee and any entity, or (c) any Company
policy or practice providing for the Eligible Employee to remain on the payroll
for a limited period of time after being given notice of termination of the
Eligible Employee’s employment.  The
benefits provided under the Plan are intended to satisfy, in whole or in part,
any and all statutory obligations that may arise out of an Eligible Employee’s
termination of employment, and the Plan Administrator (as defined in the Plan)
shall so construe and implement the terms of the Plan.  The Company’s decision to apply such
reductions to the severance benefits of one Eligible Employee and the amount of
such reductions shall in no way obligate the Company to apply the same
reductions in the same amounts to the severance benefits of any other Eligible
Employee, even if similarly situated. 
In the Company’s sole discretion, such reductions may be applied on a
retroactive basis, with severance benefits previously paid being
recharacterized as payments pursuant to the Company’s statutory obligation.


 


The foregoing severance
benefits are subject to such change as the Company, pursuant to
Section 3(a) of the Plan, may determine. 
Any such change in severance benefits shall be set forth in a revised
version of this Appendix A.


 


	
   

  	
  Adopted:  July 8, 2003

  
	
   

  	
   

  
	
   

  	
  WIND RIVER SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Narendra K. Gupta

  
	
   

  	
   

  	
  Narendra K. Gupta

  Interim President and Chief Executive Officer

  
				



 


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