Change of Control Incentive & Severance Benefit Plan & Summary Plan Description



 Exhibit 10.1 
 WIND RIVER SYSTEMS, INC. 
 EXECUTIVE OFFICERS’ CHANGE OF CONTROL 
 INCENTIVE AND SEVERANCE BENEFIT PLAN AND SUMMARY PLAN 
 DESCRIPTION 
 Amended and Restated January 30, 2009 
 SECTION 1. INTRODUCTION. 
 This Wind River Systems, Inc. Executive Officers’ Change of Control Incentive and Severance Benefit Plan (the “Plan”) was approved by the Compensation Committee of the Board of Directors of Wind River Systems, Inc. (the
“Company”) on November 16, 1995, was amended and restated effective October 14, 2008 to comply with Internal Revenue Code Section 409A, and was further amended and restated on January 30, 2009 (the “Effective
Date”) to replace the golden parachute excise tax gross-up provisions with “best results” golden parachute excise provisions. The purpose of the Plan is to encourage valued senior employees to work in the Company’s best
interests during and following a Change of Control (defined below) by providing for the payment of incentive and severance benefits as set forth herein. As of the Effective Date, this amended and restated Plan shall supersede any group severance
benefit plan, policy or practice previously maintained by the Company for the employees described herein. 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 2, and subject to further limitations set forth subsequently in this Plan, the Company will award incentive benefits to Eligible Employees and will grant
severance benefits during the Benefit Period to Eligible Employees. As a condition of receiving severance benefits under the Plan, each Eligible Employee must execute a general waiver and release, on the form provided by the Company, which releases
the Company from any and all claims the Eligible Employee may have against the Company (the “Release”). 
 (i)
“Eligible Employees” are, for purposes of the Plan’s incentive benefits, all employees employed at the level of Vice President or above at the time of the occurrence of a Change of Control. This term, for purposes of the
Plan’s severance benefits, shall mean all employees employed at the level of Vice President or above whose employment with the Company is involuntarily terminated other than for Cause or who voluntarily terminate employment for Good Reason, at
any time within twelve (12) months following a Change of Control. 
 (ii) “Change of Control” shall mean
(i) a merger or consolidation in which the Company is not the surviving corporation; (ii) a reverse merger in which the Company is the surviving corporation but the shares of the Company’s common stock outstanding immediately
preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise; (iii) any other capital reorganization in which the beneficial 








 
ownership of more than fifty percent (50%) of the shares of the Company entitled to vote changes; (iv) a transaction or group of related
transactions involving the sale of all or substantially all of the Company’s assets; or (v) the acquisition by any person, entity or group (excluding any employee benefit plan, or related trust, sponsored or maintained by the Company or
any subsidiary of the Company) of the beneficial ownership, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power in the election of directors. 
 (iii) “Cause” shall mean misconduct, including: (i) conviction of any felony or any crime involving moral turpitude
or dishonesty; (ii) participation in a fraud or act of dishonesty against the Company; (iii) conduct by Executive which based upon a good faith and reasonable factual investigation and determination by the Company demonstrates gross
unfitness to serve; or (iv) intentional, material violation by Executive of any contract between Executive and the Company or any statutory duty of Executive to the Company that is not corrected within thirty (30) days after written notice
to Executive thereof. Physical or mental disability shall not constitute “Cause”. 
 (iv) “Good
Reason” shall mean any one of the following events which occurs on or after the date of the Change of Control: (i) a reduction of the Eligible Employee’s rate of compensation; (ii) reduction in the package of welfare benefit
plans, taken as a whole, provided to the Eligible Employee (except that employee contributions may be raised to the extent of any cost increases imposed by third parties) or any action by the Company which would adversely affect the Eligible
Employee’s participation or reduce the Eligible Employee’s benefits under any of such plans; (iii) change in the Eligible Employee’s responsibilities, authority, title, reporting relationship or offices resulting in diminution of
position, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith which is remedied by the Company promptly after notice thereof is given by the Eligible Employee; (iv) request that the Eligible
Employee relocate to a worksite that is more than thirty-five (35) miles from his prior worksite, unless the Eligible Employee accepts such relocation opportunity; (v) material reduction in Eligible Employee’s duties;
(vi) failure or refusal of a successor to the Company to assume the Company’s obligations under the Plan; or (vii) material breach by the Company or any successor to the Company of any of the material provisions of the Plan; provided,
however, that the Eligible Employee must provide written notice to the Company of the condition that could constitute a “Good Reason” event within ninety (90) days of the initial existence of such condition and such condition must not
have been remedied by the Company within thirty (30) days of such written notice. 
 (v) “Benefit
Period” shall mean the period commencing on the date an employee of the Company becomes an Eligible Employee as defined in paragraph (i) of this Subsection (a) (the “Termination Date”) and continuing for twelve
(12) months (eighteen (18) months if the Eligible Employee is the Company’s Chief Executive Officer) following the Termination Date, if the Termination Date occurs at any time within twelve (12) months after the Change of
Control. 
 (vi) “Equity Award” shall mean a grant of incentive or non-statutory stock options, restricted
stock, restricted stock units, stock appreciation rights, performance shares, performance units, deferred stock units, or other equity or equity award to an Eligible Employee pursuant to an equity incentive plan of the Company. 







 (b) Exceptions. An employee who otherwise is an Eligible Employee will not receive severance
benefits under the Plan in any of the following circumstances: 
 (i) The employee voluntarily terminates employment
with the Company other than for Good Reason. 
 (ii) The employee voluntarily terminates employment with the Company in
order to accept employment with another entity that is wholly or partly owned (directly or indirectly) by the Company or a successor to the Company, or is wholly or partly owned (directly or indirectly) by the parent or other affiliate of the
Company or its successor. 
 SECTION 3. AMOUNT OF INCENTIVE AND
SEVERANCE BENEFITS. 
 (a) Incentive Benefits. Individuals who are Eligible Employees at the time of
a Change of Control shall receive the following incentive benefits: 
 (i) If, on the date of the Change of Control, the
Eligible Employee has outstanding Equity Awards to purchase or acquire shares in the stock of the Company, the vesting schedule for such outstanding Equity Awards, to the extent not already vested, shall be accelerated by a period of one year.

 (ii) If on the date of the Change of Control, the Eligible Employee is the Chief Executive Officer of the Company,
and the Chief Executive Officer has outstanding Equity Awards to purchase or acquire shares in the stock of the Company, the vesting schedule for such outstanding Equity Awards, to the extent not already vested, shall be accelerated by a period of
two years. 
 (b) Severance Benefits. Eligible Employees whose employment is terminated as described in Subsection 2(a) of this Plan
will receive, subject to Section 4 hereof, the following severance benefits: 
 (i) The Eligible Employee shall
receive Compensation during the Benefit Period. “Compensation” shall be the Eligible Employee’s total base pay and bonus (excluding draws, commissions, and other forms of additional compensation). For purposes of this paragraph
3(b)(i), the amount of the Eligible Employee’s base pay shall be equal to the amount of base pay actually paid to the Eligible Employee during the twelve (12) month period (eighteen (18) months if the Eligible Employee is the
Company’s Chief Executive Officer) immediately preceding the Termination Date. For purposes of this paragraph 3(b)(i), the amount of the bonus shall be determined based upon the bonus which the Eligible Employee would have been entitled to
receive under the terms of the Company’s annual incentive bonus plan for the Company’s fiscal year in which the Termination Date occurs, assuming on-plan performance by the Eligible Employee and the Company. If the Eligible Employee is the
Company’s Chief Executive Officer, this bonus amount shall be multiplied by a factor of 1.5. 







 (ii) The Eligible Employee shall receive a bonus payment for the year in which the
Termination Date occurs if the Eligible Employee received a bonus payment for the year immediately preceding the year in which the Termination Date occurs. The amount of the bonus payment payable for the year in which the Termination Date occurs
shall be equal to the amount of the bonus payment, if any, paid to the Eligible Employee for the year immediately preceding the year in which the Termination Date occurs, multiplied by a fraction, the numerator of which shall be the number of months
the Eligible Employee works for the Company during the year in which the Termination Date occurs, including the month in which the Termination Date occurs, and the denominator of which shall be twelve. 
 (iii) If, on the Termination Date, the Eligible Employee has outstanding Equity Awards to purchase or acquire shares in the stock
of the Company, such outstanding Equity Awards, to the extent they would otherwise vest if the Eligible Employee completed twelve months of employment with the Company following the Termination Date, shall become vested and exercisable on the
Termination Date. In addition, to the extent that any portion of the outstanding Equity Awards of the Company’s Chief Executive Officer did not become fully vested under paragraph 3(a)(ii) of the Plan because of the limitation of paragraph
3(a)(iii) of the Plan, such options shall become vested and exercisable on the Termination Date. 
 (iv) If the
Eligible Employee has medical, dental or vision coverage, under a group health plan sponsored by the Company on the Eligible Employee’s Termination Date, and if the Eligible Employee timely elects continuation of such coverage pursuant to the
Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will reimburse the Eligible Employee for the total applicable premium cost paid for medical, dental and vision coverage under COBRA as set forth in further
detail under Subsection 9(a) below. Such reimbursement shall be made within thirty (30) days of the premium payment. 
 SECTION 4. LIMITATION ON AMOUNT OF BENEFIT; GOLDEN PARACHUTE TAXES. 
 (a) Notwithstanding any other provision of the Plan to the contrary, any benefits payable to an Eligible Employee under this Plan shall be offset,
to the maximum extent permitted by law, by any severance benefits payable by the Company to such individual under any other arrangement covering the individual. 
 (b) Notwithstanding any other provision of the Plan to the contrary, (i) the severance benefits under this Plan are in lieu of any other benefit provided under any other group severance plan of the Company
and (ii) severance benefits under this Plan shall be reduced by the amount of any payment to which the Eligible Employee is entitled under any individual severance agreement then in effect between the Eligible Employee and the Company. In
addition, the Company shall withhold appropriate federal, state, local and foreign income and employment taxes from any payments hereunder. 
 (c) Notwithstanding any other provision of the Plan to the contrary, in the event that the severance and other benefits provided for in this Plan or otherwise payable or provided to an Eligible Employee (i) constitute
“parachute payments” within the meaning of Section 280G of the Internal Revenue Code (the “Code”), and (ii) but for this Section 4(c), would be subject to the excise tax imposed by Section 4999 of the Code
(the “Excise Tax”), then the Eligible 








 
Employee’s Plan benefits shall be either (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of
such Plan benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Eligible Employee on an after-tax
basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. 
 Unless the Company and the Eligible Employee otherwise agree in writing, any determination required under this Section 4(c) will be made in writing by a national “Big Four” accounting firm selected by the Company or such
other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon the Eligible Employee and the Company for all purposes. For purposes of making the calculations
required by this Section 4(c), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the
Code. The Company and the Eligible Employees shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the
Accountants may reasonably incur in connection with any calculations contemplated by this Section 4(c). Any reduction in payments and/or benefits required by this Section 4(c) shall occur in the following order: (1) reduction of cash
payments; and (2) reduction of equity acceleration (full-value awards first, then stock options), and (3) other benefits paid to the acceleration of vesting shall be cancelled in the reverse order of the date of grant for the Eligible
Employee’s equity awards. 
 SECTION 5. NOTICE OF TERMINATION. 
 Any termination by the Company, whether or not for Cause, or by the Eligible Employee for Good Reason, shall be communicated by Notice of Termination to
the other party hereto given by hand delivery or by registered or certified mail, return receipt requested, postage prepaid, if to the Eligible Employee, then to the Eligible Employee at the Eligible Employee’s address as set forth in the
Company’s records, and, if to the Company, to Wind River Systems, Inc., 500 Wind River Way, Alameda, CA 94501, Attention: Chief Financial Officer. For purposes of the Plan, a Notice of Termination means a written notice which (i) indicates
the specific termination provision in the Plan relied upon and (ii) if the Termination Date is other than the date of receipt of such notice, specifies the Termination Date (which ,subject to Section 2(a)(iv) of this Plan, shall be not
more than fifteen (15) days after the giving of such notice). The failure by the Company or the Eligible Employee to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause or of Good Reason shall
not waive any right of the Company or of the Eligible Employee, respectively, or preclude the Company or the Eligible Employee, respectively, from asserting such fact or circumstance in enforcing its, his or her rights hereunder. 







 SECTION 6. TIME OF PAYMENT /SECTION 409A.

 The Company shall pay the salary continuation severance payments described in paragraph 3(b)(i) of the Plan in accordance with its
regular payroll cycle. Bonus payments described in paragraph 3(b)(ii), if any, shall be paid by the Company in the normal course of business, or , as may be determined by the Company, in pro rata payments in conjunction with the salary continuation
severance payments (in accordance with the Company’s regular payroll cycle),but in no event later than the time on which bonuses for the fiscal year of the Company in which the Termination Date occurs would regularly be paid to those
individuals remaining employed by the Company. Notwithstanding the foregoing, all payments under this Plan will be completed within twelve (12) months of an Eligible Employee’s Termination Date (eighteen (18) months if the Eligible
Employee is the Company’s Chief Executive Officer). If an Eligible Employee is indebted to the Company at his or her Termination Date, the Company reserves the right to offset any severance benefits under the Plan by the amount of such
indebtedness. In no event shall payment of any Plan benefit payable in cash be made prior to the Eligible Employee’s Termination Date. 
 Notwithstanding any other provision of this Plan, if the Eligible Employee is a “specified employee” within the meaning of Section 409A at the time of the Eligible Employee’s termination (other than due to death) and the
payment of the severance benefits, when considered with any other payments and benefits that the Eligible Employee is entitled to receive, would constitute deferred compensation under Section 409A (together, the “Deferred Compensation
Separation Benefits”), then to the extent necessary to avoid the imposition of additional tax under Section 409A if the Deferred Compensation Separation Benefits were paid to the Eligible Employee on or within the six (6) month period
following the Eligible Employee’s termination of employment, the payment of such Deferred Compensation Separation Benefits shall not be made until the date six (6) months and one (1) day following the date of the Eligible
Employee’s termination of employment, unless the Eligible Employee dies following his or her termination of employment, in which case the Deferred Compensation Separation Benefits shall be paid to the Eligible Employee’s estate as soon as
reasonably practicable following his or her death. 
 It is the intent of this Plan to comply with the requirements of Section 409A so
that none of the severance payments and benefits to be provided hereunder shall be subject to the additional tax imposed under Section 409A, and any ambiguities shall be interpreted to so comply. Notwithstanding anything to the contrary in the
Plan, including but not limited to Section 8, the Company reserves the right to amend the Plan as it deems necessary or advisable, in its sole discretion and without the consent of the Eligible Employees, to comply with Section 409A or to
otherwise avoid income recognition under Section 409A prior to the actual payment of any incentive or severance benefits or imposition of any additional tax (provided that no such amendment shall materially reduce the benefits provided
hereunder). 
 Notwithstanding any other provisions of this Plan, Eligible Employee’s receipt of severance payments and benefits under
this Plan is conditioned upon Eligible Employee’s signing and not revoking the Release and subject to the Release becoming effective within sixty (60) days following Executive’s termination of employment (the “Release
Period”). No severance will be paid or provided until the Release becomes effective. No severance will be paid or provided unless the Release becomes effective during the Release Period. In the event Eligible Employee’s employment
termination occurs on or after November 1 of any year, any severance will be paid in arrears on the first payroll date to occur during the following calendar year, or such later time as required by the payment schedule applicable to each
payment or benefit) or Code Section 409A. 







 SECTION 7. MITIGATION. 
 The Eligible Employee shall not be required to mitigate the amount of the severance benefits payable under this Plan by seeking other employment or
otherwise, and any amount earned by the Eligible Employee after the Termination Date shall not reduce or otherwise affect the amount of such severance benefits, including salary continuance, during the Benefit Period. 
 SECTION 8. RIGHT TO INTERPRET PLAN; AMEND AND
TERMINATE; OTHER ARRANGEMENTS. 
 (a) Exclusive Discretion. The Plan Administrator (as
defined in Subsection 13(a) below) 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 Compensation Committee of the Board of Directors of the Company reserves the right to amend or discontinue 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 or terminating the Plan shall be in writing and executed by the Chief
Executive Officer or Chief Financial Officer of the Company. 
 SECTION 9. CONTINUATION OF
EMPLOYMENT BENEFITS. 
 (a) COBRA Continuation. Each Eligible Employee who is enrolled in a group
health, dental or vision plan sponsored by the Company may be eligible to continue coverage under such health, dental or vision plan (or to convert to an individual policy), at the time of the Eligible Employee’s termination of employment.
Subject to Section 3(b)(iv) of this Plan, the Company agrees to reimburse the Eligible Employee for the total applicable premium cost paid for medical, dental and vision coverage under COBRA for the Eligible Employee and his or her qualified
beneficiaries for the period ending on the earlier of (i) the end of the Benefit Period or (ii) the date on which the Eligible Employee is no longer entitled to COBRA continuation coverage as provided by law. The Company will notify the
individual of any such right to continue health coverage at the time of termination. No provision of this Plan will affect the continuation coverage rules under COBRA. Therefore, the period during which an Eligible Employee must elect to continue
the Company’s group medical or dental coverage 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 of the Company to reimburse the Eligible Employee for premiums paid) will be applied in the same manner that such rules would apply in the absence of this Plan. At the conclusion of the period, described above, during which the Company
will reimburse the Eligible Employee for the COBRA premiums, the Eligible Employee will be responsible for the entire payment of premiums required under COBRA, if any, for the duration of the COBRA period. 







 (b) Other Employee Benefits. All non-health benefits (such as life insurance and disability
coverage) terminate as of the employee’s Termination Date as provided under the terms of those benefit plans in effect at such time (except to the extent that any conversion privilege is available thereunder). 
 SECTION 10. INDEMNIFICATION. 
 The Company shall continue to indemnify the Eligible Employee against potential civil liability claims arising during the period during which such Eligible Employee was an employee of the Company in accordance with
the indemnification policies and agreements applicable to such Eligible Employee on the date of termination to the extent permitted by applicable law. Such indemnification shall continue from the date of termination until the statute of limitations
period expires on such potential civil liability claims. 
 SECTION 11. 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 and shall not be deemed (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 12. 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”) as a “employee welfare benefit plan” as defined in
Section 3(1) of ERISA, and, to the extent not preempted by ERISA, the laws of the State of California. If any term, provision, covenant or restriction of the Plan is held by a court of competent jurisdiction or other authority to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of the Plan shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 
 SECTION 13. 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. 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: 
 (i) the specific reason or reasons for the denial 
 (ii) references to the specific Plan
provisions upon which the denial is based; 
 (iii) 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 
 (iv) an
explanation of the Plan’s procedures for appealing the denial 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 13(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 following the date the person (or that person’s authorized representative) receives written notice of the claim denial or else the applicant loses the right to review. A request for a review shall be in
writing and shall be addressed to: 
 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 provide written notice of his or her decision
on 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, which will include the special circumstance requiring the extension of time and the date by which the Plan Administrator
expects to render its decision. 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: 
 (i) the specific reason or reasons for the denial; 
 (ii) references to the specific Plan provisions upon which the denial is based; 
 (iii) 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 
 (iv) 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 Subsection 13(a) above, (ii) has been notified by the Plan
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 Subsection 13(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 13, the Participant may bring legal
action for benefits under the Plan pursuant to Section 502(a) of ERISA. 
  

	14.	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 15. OTHER PLAN INFORMATION. 

 

			
	 Plan Name:
	  	 Wind River Systems, Inc. Executive Officers’
 Change of Control Incentive and Severance Benefit Plan

		
	 Plan Sponsor:
	  	 Wind River Systems, Inc.
 500 Wind River
Way
 Alameda, CA 9450l
  
 (800) 545-9463

		
	 Identification Numbers:
	  	EIN: 94-2873391
		
		  	PLAN: 503
		
	 Plan Year:
	  	January 1 to December 31
		
	 Plan Administrator:
	  	 Wind River Systems, Inc.
 500 Wind River
Way
 Alameda, CA 94501
 (800) 545-9463


 Agent for Service of Legal Process.: Wind River Systems, Inc., 500 Wind River Way, Alameda,
CA 94501. Service of process also may be made upon the Plan Administrator. 
  

			
	 Type of Plan:
	  	Severance Plan/Employee Welfare Benefit Plan
		
	 Plan Costs:
	  	The cost of the Plan is paid by the Company.

 SECTION 16. 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. 
 (d)
(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 Eligible Employees, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate the Plan, called “fiduciaries” , have a duty to do so prudently and in the interests of
you and the other 







 
Eligible Employees. No one, including the Company or any other person, may fire you or otherwise discriminate against you in any way to prevent you from
obtaining a benefit under the Plan or exercising your rights under ERISA. If your claim for a benefit under the Plan 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
denial of your claim reviewed. (The claim review procedure is explained in Section 13 above.) 
 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 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. In any case, 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 may contact the nearest office of the Employee Benefits Security Administration (formerly the Pension and Welfare Benefits Administration), U.S. Department of Labor,
listed in your telephone directory, or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain
publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration. 







 SECTION 17. 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 30th day of January, 2009. 
  

			
	WIND RIVER SYSTEMS, INC.
		
	By:	 	/s/ Ian Halifax
	Title:	 	Chief Financial Officer