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Exhibit 10.47    
  



	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]

[Address of Optionholder]	 	Option Number:

Plan:	 	[Option Number]

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.	 	
 Date
	

 [Name of Optionholder]	
 	

 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 day before the tenth anniversary from the date of grant), 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 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 



2





 


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. 




    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. 


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   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:	 	Nonstatutory
	

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:	
 	

$
	 	 	







    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)




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Exhibit 10.47