Exhibit 10.1
WIND RIVER SYSTEMS,
INC.
AMENDMENT TO THE
VICE PRESIDENTS’ SEVERANCE
BENEFIT PLAN AND
SUMMARY PLAN
DESCRIPTION
This amendment (the
“Amendment”) to the Vice Presidents’ Severance
Benefit Plan and Summary Plan Description, as amended (including
Appendix A and Exhibits A-C) (the “Plan”), shall be
effective immediately prior to the Acceptance Date, as such term is
defined in the Agreement and Plan of Merger among Intel
Corporation, APC II Acquisition Corporation, and Wind River
Systems, Inc. (the “Company”).
1. Voluntary Terminations .
Section 2(b)(2) of the Plan is hereby amended in its entirety
to read as follows:
“ (2) The employee
voluntarily terminates employment with the Company or an affiliate
of the Company for any reason. Voluntary terminations include, but
are not limited to, resignation, retirement, failure to return from
a leave of absence on the scheduled date, or termination of
employment by the employee under circumstances that could
constitute “good reason”, “constructive
termination” or any term of similar import (as determined
under applicable law, guidance or custom).”
2. Clarification to Appendix
A . The following shall be added to Appendix A of the
Plan:
“No provision of the Vice
Presidents’ Severance Benefit Plan and Summary Plan
Description, as amended, shall result in the acceleration of
vesting, exercisability or settlement of any stock option,
restricted stock unit or other equity based award that is not
outstanding at the Effective Time (as such term is defined in the
Agreeme
