Section 162(m) Performance Incentive Award Plan



 Exhibit 10.4 
 WIND RIVER SYSTEMS, INC. 
 SECTION 162(m) PERFORMANCE INCENTIVE AWARD PLAN 
 Amended October 14, 2008 
 1. Purposes of the Plan. The Plan is intended to increase stockholder value and the success of the Company by motivating Participants (1) to perform to the best of their abilities, and (2) to achieve the Company’s
objectives. The Plan’s goals are to be achieved by offering Participants the opportunity to earn incentive awards for the achievement of goals relating to the performance of the Company. The Plan is intended to permit the payment of incentive
awards that qualify as performance-based compensation under section 162(m) of the Code. 
 2. Definitions. 
 (a) “Actual Award” means as to any Performance Period, the actual cash award (if any) payable to the Participant for
a Performance Period. Each Actual Award is determined by a Payout Formula for a Performance Period, subject to the Committee’s authority under Section 8(a) to eliminate or reduce the Actual Award otherwise payable. 
 (b) “Base Salary” means as to any Performance Period, the Participant’s earned salary during that Performance
Period. Such Base Salary shall be before both (a) deductions for taxes or benefits, and (b) deferrals of compensation pursuant to Company-sponsored plans. 
 (c) “Board” means the Board of Directors of the Company. 
 (d) “Code” means the Internal Revenue Code of 1986, as amended. 
 (e) “Committee” means the Compensation Committee of the Board, or a sub-committee of the Compensation Committee,
which shall consist solely of two or more members of the Board who are not employees of the Company and who otherwise qualify as “outside directors” within the meaning of Section 162(m). 
 (f) “Company” means Wind River Systems, Inc. 
 (g) “Determination Date” means the latest possible date that will not jeopardize a Target Award or Actual
Award’s qualification as Performance-Based Compensation. 
 (h) “Fiscal Year” means a fiscal year
of the Company. 
 (i) “Maximum Award” means as to any Participant for any Performance Period, three times
the Participant’s Target Award. 
 (j) “Participant” means an eligible executive or key employee of the
Company participating in the Plan for a Performance Period. 
 (k) “Payout Formula” means as to any
Performance Period, the formula or payout matrix established by the Committee pursuant to Section 7 in order to determine the Actual Awards (if any) to be paid to Participants. The formula or matrix may differ from Participant to Participant.

 (l) “Performance-Based Compensation” means compensation that is intended to qualify as
“performance-based compensation” within the meaning of Section 162(m). 
 (m) “Performance
Goals” means the goal(s) (or combined goal(s)) determined by the Committee (in its discretion) to be applicable to a Participant for a Target Award for a Performance Period. As determined by the Committee, the Performance Goals applicable
to an Actual Award and/or Target Award may provide for a targeted level or levels of achievement using one or more of the following objectively determinable measures: (i) cash flow (including operating cash flow or free cash flow), (ii)









 
revenue (on an absolute basis or adjusted for currency effects), (iii) gross margin, (iv) operating expenses or operating expenses as a
percentage of revenue, (v) earnings (which may include earnings before interest and taxes, earnings before taxes and net earnings, and may be determined in accordance with United States Generally Accepted Accounting Principles
(“GAAP”) or adjusted to exclude any or all non-GAAP items), (vi) earnings per share (on a GAAP or non-GAAP basis), (vii) growth in any of the foregoing measures, (viii) stock price, (ix) return on equity or average
stockholders’ equity, (x) total stockholder return, (xi) growth in stockholder value relative to the moving average of the S&P 500 Index or another index, (xii) return on capital, (xiii) return on assets or net assets,
(xiv) return on investment, (xv) economic value added, (xvi) operating profit, controllable operating profit, or net operating profit, (xvii) operating margin, (xviii) cash conversion cycle, (xix) market share,
(xx) contract awards or backlog, (xxi) overhead or other expense reduction, (xxii) credit rating, (xxiii) improvement in workforce diversity, (xxiv) customer indicators, (xxv) new product invention or innovation,
(xxvi) attainment of research and development milestones, (xxvii) improvements in productivity, (xxviii) attainment of objective operating goals, (xxix) bookings, and (xxx) individual employee performance metrics.
Performance Goals may differ from Participant to Participant, Performance Period to Performance Period and from award to award. Any Performance Goal may be tested or measured, as applicable, (1) in absolute terms, (2) in relative terms
(including, but not limited, the passage of time and/or against other companies or financial metrics), (3) on a per share and/or share per capita basis, (4) against the performance of the Company as a whole or against particular segments
or products of the Company, and/or (5) on a pre-tax or after-tax basis. On or prior to the Determination Date, the Committee shall determine whether any element(s) (for example, but not by way of limitation, the effect of mergers or
acquisitions) shall be included in or excluded from the calculation of any Performance Goal with respect to any Participants (whether or not such determinations result in any Performance Goal being measured on a basis other than GAAP). 

(n) “Performance Period” means any Fiscal Year or such other period shorter or longer than a Fiscal Year, as
determined by the Committee in its sole discretion. However, no Performance Period shall have a duration longer than three Fiscal Years. Also, with respect to any Participant, no more than three Performance Periods shall exist at any one time.

 (o) “Plan” means this Performance Incentive Award Plan, as amended from time to time. 
 (p) “Section 162(m)” means Section 162(m) of the Code, or any successor to Section 162(m), as that Section
may be interpreted from time to time by the Internal Revenue Service, whether by regulation, notice or otherwise. 
 (q) “Target Award” means the target award payable under the Plan to a Participant for the Performance Period, expressed as a percentage of his or her Base Salary or a specific dollar amount, as determined by the
Committee in accordance with Section 6. 
 3. Plan Administration. 
 (a) The Committee shall be responsible for the general administration and interpretation of the Plan and for carrying out its provisions.
Subject to the requirements for qualifying compensation as Performance-Based Compensation, the Committee may delegate specific administrative tasks to Company employees or others as appropriate for proper administration of the Plan. Subject to the
limitations on Committee discretion imposed under Section 162(m), the Committee shall have such powers as may be necessary to discharge its duties hereunder, including, but not by way of limitation, the following powers and duties, but subject
to the terms of the Plan: 
 (i) discretionary authority to construe and interpret the terms of the Plan, and to
determine eligibility, Actual Awards and the amount, manner and time of payment of any Actual Awards hereunder; 
 (ii) to prescribe forms and procedures for purposes of Plan participation and distribution of Actual Awards; and 
  

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 (iii) to adopt rules, regulations and bylaws and to take such actions as it deems
necessary or desirable for the proper administration of the Plan. 
 (b) Any rule or decision by the Committee that is
not inconsistent with the provisions of the Plan shall be conclusive and binding on all persons, and shall be given the maximum deference permitted by law. 
 4. Eligibility. The employees eligible to participate in the Plan for a given Performance Period shall be employees of the Company who are designated by the Committee in its sole discretion. No person
shall be automatically entitled to participate in the Plan. 
 5. Performance Goal Determination. The Committee, in its sole
discretion, shall establish the Performance Goals for each Participant for the Performance Period. Such Performance Goals shall be set forth in writing on or prior to the Determination Date. 
 6. Target Award Determination. The Committee, in its sole discretion, shall establish a Target Award for each Participant. Each
Participant’s Target Award shall be determined by the Committee in its sole discretion, and each Target Award shall be set forth in writing prior to the Determination Date. 
 7. Determination of Payout Formula or Formulae. On or prior to the Determination Date, the Committee, in its sole discretion, shall
establish a Payout Formula or Formulae for purposes of determining the Actual Award (if any) payable to each Participant. Each Payout Formula shall (a) be set forth in writing prior to the Determination Date, (b) be based on a comparison
of actual performance to the Performance Goals, (c) provide for the payment of a Participant’s Target Award if the Performance Goals for the Performance Period are achieved, and (d) provide for an Actual Award greater than or less
than the Participant’s Target Award, depending upon the extent to which actual performance exceeds or falls below the Performance Goals. Notwithstanding the preceding, in no event shall a Participant’s Actual Award for any Performance
Period exceed the Maximum Award. 
 8. Determination of Awards; Award Payment. 
 (a) Determination and Certification. After the end of each Performance Period, the Committee shall certify in writing
(for example, in its meeting minutes) the extent to which the Performance Goals applicable to each Participant for the Performance Period were achieved or exceeded. The Actual Award for each Participant shall be determined by applying the Payout
Formula to the level of actual performance that has been certified by the Committee. Notwithstanding any contrary provision of the Plan, the Committee, in its sole discretion, may (a) eliminate or reduce the Actual Award payable to any
Participant below that which otherwise would be payable under the Payout Formula, and (b) determine whether or not a Participant will receive an Actual Award in the event the Participant incurs terminates his or her employment with the Company
prior to the date the Actual Award otherwise is to be paid. 
 (b) Right to Receive Payment. Each Actual
Award that may become payable under the Plan shall be paid solely from the general assets of the Company. Nothing in this Plan shall be construed to create a trust or to establish or evidence any Participant’s claim of any right to payment of
an Actual Award other than as an unsecured general creditor with respect to any payment to which he or she may be entitled. 
 (c) Form of Payment. The Company shall pay all Actual Awards in cash paid to the Participant. 
 (d) Timing of Payments. Except as provided in Section 8(e), the Company shall distribute amounts payable to Participants as soon as is practicable following the determination and written certification of the Actual
Award for a Performance Period, but in no event later than 75 days after the end of the applicable Performance Period. 
  

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 (e) Deferral. The Committee may defer payment of, and apply a vesting
schedule to, one or more Actual Awards, or any portion(s) thereof, as the Committee (in its sole discretion) determines, except that no such vesting schedule may exceed four years. In addition, the Committee, in its sole discretion, may permit a
Participant to defer receipt of the payment of cash that would otherwise be delivered to a Participant under the Plan. Any such deferral elections shall be subject to such rules and procedures as shall be determined by the Committee in its sole
discretion. 
 9. Term of Plan. Subject to approval of the Company’s stockholders at the Company’s 2007 Annual
Meeting, the Plan shall become effective on February 1, 2008. The Plan shall continue until terminated under Section 10 of the Plan. 
 10. Amendment and Termination of the Plan. The Committee may amend, modify, suspend or terminate the Plan, in whole or in part, at any time, including the adoption of amendments deemed necessary or desirable to correct any
defect or to supply omitted data or to reconcile any inconsistency in the Plan or in any Actual Award granted hereunder; provided, however, that no amendment, alteration, suspension or discontinuation shall be made that would (i) impair any
payments to Participants made prior to such amendment, modification, suspension or termination, unless the Committee has made a determination that such amendment or modification is in the best interests of all persons to whom Actual Awards have
theretofore been granted; provided further, however, that in no event may such an amendment or modification result in an increase in the amount of compensation payable pursuant to such Actual Award or (ii) cause compensation that is, or may
become, payable hereunder to fail to qualify as Performance-Based Compensation. To the extent necessary or advisable under applicable law, including Section 162(m), Plan amendments shall be subject to stockholder approval. At no time before the
actual distribution of funds to Participants under the Plan shall any Participant accrue any vested interest or right whatsoever under the Plan except as otherwise stated in this Plan. 
 11. Withholding. Distributions pursuant to this Plan shall be subject to all applicable federal and state tax and withholding
requirements. 
 12. Employment. This Plan does not constitute a contract of employment or compensation or impose on either
the Participant or the Company any obligation to retain the Participant as an employee. This Plan does not change the status of the Participant as an employee at will, the policies of the Company regarding termination of employment, nor guarantee
further continuing participation in the Plan. 
 13. Successors. All obligations of the Company under the Plan, with respect
to awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business
or assets of the Company. 
 14. Indemnification. Each person who is or shall have been a member of the Committee, or of the
Board, shall be indemnified and held harmless by the Company against and from (a) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit,
or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any award, and (b) from any and all amounts paid by him or her in settlement thereof, with
the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend
the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the
Company’s Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless. 
 15. Nonassignment. The rights of a Participant under this Plan shall not be assignable or transferable by the Participant except by will
or the laws of intestacy. 
 16. Governing Law. The Plan shall be governed by the laws of the State of California (without
regard to its conflict of laws provisions). 
  

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