WIND RIVER SYSTEMS, INC. STOCK OPTION GRANT NOTICE (OUTSIDE OF THE 2005 EQUITY INCENTIVE PLAN)

Exhibit 10.4

WIND RIVER SYSTEMS, INC.
STOCK OPTION GRANT NOTICE
(OUTSIDE OF THE 2005 EQUITY INCENTIVE PLAN)

WIND RIVER SYSTEMS, INC. (the “Company”) hereby grants to Optionee a nonstatutory stock option to purchase the number of shares of the Company’s common stock (the “Shares”) set forth below. This option is not intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). This option is not subject to, and is granted outside of, the Company’s 2005 Equity Incentive Plan. This option is subject to all of the terms and conditions as set forth herein and in Attachments I and II, which are incorporated herein in their entirety.

VESTING SCHEDULE

25% of the shares subject to this option shall vest on February 26, 2008. 1/48 ^th of the shares shall vest monthly thereafter. In the event that Optionee dies during his Continuous Service to the Company, then 100% of the shares subject to this option shall vest on the date of death.

PAYMENT: Payment of the option exercise price may be made in cash, check or any other method provided in the Stock Option Agreement.

ADDITIONAL TERMS/ACKNOWLEDGEMENTS: The undersigned Optionee acknowledges receipt of, and understands and agrees to, this Grant Notice and the Stock Option Agreement. Optionee further acknowledges that as of the Date of Grant, this Grant Notice and the Stock Option Agreement set forth the entire understanding between Optionee and the Company regarding the acquisition of Shares pursuant to the option and supersedes all prior oral and written agreements on that subject with the exception of the following agreements only:

ATTACHMENT I

WIND RIVER SYSTEMS, INC.
STOCK OPTION AGREEMENT

Pursuant to the Grant Notice and this Stock Option Agreement, Wind River Systems, Inc. (the “Company”) has granted you an option to purchase the number of shares of the Company’s common stock (“Shares”) indicated in the Grant Notice at the exercise price indicated in the Grant Notice.

This option is granted in connection with and in furtherance of the Company’s compensatory benefit plan for the Company’s employees (including officers), directors or consultants.

1. VESTING . Subject to the limitations contained herein, this option will vest as provided in the Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. For purposes of this Option Agreement, “Continuous Service” shall mean that your service with the Company or an affiliate of the Company, whether as an employee, director or consultant, is not interrupted or terminated. Furthermore, your Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which you render service to the Company or an affiliate as an employee, director or consultant or a change in the entity for which you render such service, provided that there is no interruption or termination of your Continuous Service. For example, a change in status from an employee to a consultant would not constitute an interruption of Continuous Service. Unless the Board of Directors or its Compensation Committee provides otherwise or except as otherwise required by applicable law, vesting of this stock option award shall cease commencing on the first day of any unpaid leave of absence and shall recommence only upon return to active service.

2. METHOD OF PAYMENT . Payment of the exercise price by cash or check is due in full upon exercise of all or any part of this option, provided that you may elect, to the extent permitted by applicable law, to make payment of the exercise price under the following alternatives, (i) provided that at the time of exercise the Company’s stock is publicly traded and quoted regularly in the Wall Street Journal: payment by delivery of already-owned Shares, held for the period required to avoid a charge to the Company’s reported earnings, and owned free and clear of any liens, claims, encumbrances or security interests, which Shares shall be valued at their fair market value on the date of exercise, or (ii) payment pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board which, prior to the issuance of Shares, 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.

3. WHOLE SHARES . This option may be exercised only for whole Shares.

4. TERM . The term of this option commences on the Date of Grant and expires upon the earliest of:

(a) the seventh (7th) anniversary of the Date of Grant;

(b) three (3) months after the termination of your Continuous Service for any reason other than death or permanent and total disability;

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(c) twelve (12) months after the termination of your Continuous Service due to your permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended); or

(d) twelve (12) months after your death, if you die while an employee, director or consultant of the Company

5.  EXERCISE .

(a) You may exercise the vested portion of this option during its term 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 this option you agree that:

(i) As a condition to any exercise of this option, you are required to pay the Company any tax withholding obligation of the Company arising by reason of the exercise of this option.

(ii) Regardless of whether the offer and sale of Shares subject to this option have been registered under the Securities Act of 1933, as amended (the “1933 Act”) or have been registered or qualified under the securities laws of any state, the Company may impose restrictions upon the s