Exhibit 10.1
|
|
|
|
|
|
|
Notice of Grant of Stock Option
|
|
Wind River
Systems, Inc.
|
|
and Option
Agreement
|
|
ID:
94-2873391
|
|
|
|
|
|
500 Wind River Way
|
|
|
|
|
|
Alameda, CA 94501
|
|
|
|
|
|
[Name of Optionholder]
|
|
Option Number:
|
|
[Option
Number]
|
|
[Address of Optionholder]
|
|
Plan:
|
|
2005 Equity
Incentive Plan
|
Effective on [Date of Grant] (the
“Date of Grant”), you have been granted a
[Non-Qualified] Stock Option to buy [Number of Shares] shares of
Wind River Systems, Inc. (the “Company”) Common
Stock $[Price Per Share] per share. The date on which your shares
begin to vest is [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 dates shown below:
|
|
|
|
|
|
|
|
|
|
|
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]
|
1. Grant of Option . The
Company hereby grants to you (the “Optionee” )
an option (the “ Option ”) to purchase the
number of Shares, as set forth in the Notice of Grant, at the
exercise price per share set forth in the Notice of Grant (the
“ Exercise Price ”), subject to the terms and
conditions of the 2005 Equity Incentive Plan (the
“Plan” ), which is incorporated herein by
reference. Subject to Section 18(c) of the Plan, in the event
of a conflict between the terms and conditions of the Plan and the
terms and conditions of this Option Agreement, the terms and
conditions of the Plan shall prevail.
If designated in the Notice of Grant
as an Incentive Stock Option (“ ISO ”), this
Option is intended to qualify as an Incentive Stock Option under
Section 422 of the Code. However, if this Option is intended
to be an Incentive Stock Option, to the extent that it exceeds the
$100,000 rule of Code Section 422(d) it shall be treated as a
Nonstatutory Stock Option (“ NSO ”).
(a) Right to Exercise . This
Option is exercisable during its term in accordance with the
vesting schedule set out in the Notice of Grant and the applicable
provisions of the Plan and this Option Agreement.
(b) Method of Exercise . This
Option is exercisable by delivery of an exercise notice, which
shall state the election to exercise the Option and the number of
shares of Common Stock in respect of which the Option is being
exercised (the “ Exercised Shares ”), that is
submitted in the manner and form designated by the Company, as
communicated by the Company’s Stock Administration Department
(the “ Exercise Notice ”). The Exercise Notice
shall be accompanied by payment of the aggregate Exercise Price as
to all Exercised
Shares, together with any applicable withholding
taxes. This Option shall be deemed to be exercised upon receipt by
the Company of the Exercise Notice accompanied by such aggregate
Exercise Price, together with any applicable withholding
taxes.
(c) Method of Payment .
Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, to the extent permitted by
Applicable Laws, at the election of the Optionee:
(i) cash;
(ii) check; or
(iii) delivery of a properly
executed Exercise Notice together with such other documentation as
the Administrator and the broker, if any shall require to effect an
exercise of the Option and delivery to the Company of the sale
proceeds required to pay the exercise price.
(d) Rights as Stockholder .
Until the issuance (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the
Company) of the Exercised Shares, no right to vote or receive
dividends or any other rights as a stockholder shall exist with
respect to the Exercised Shares, notwithstanding the exercise of
the Option. The Exercised Shares so acquired shall be issued to the
Optionee as soon as practicable after exercise of the Option. No
adjustment will be made for a dividend or other right for which the
record date is prior to the date of issuance, except as provided in
Section 22 of the Plan.
(e) Tax Consultation .
Optionee understands that Optionee may suffer adverse tax
consequences as a result of Optionee’s purchase or
disposition of Exercised Shares. Optionee represents that Optionee
has consulted with any tax consultants Optionee deems advisable in
connection with the purchase or disposition of the Exercised Shares
and that Optionee is not relying on the Company for any tax
advice.
No Exercised Shares shall be issued
pursuant to the exercise of this Option unless such issuance and
exercise complies with Applicable Laws. Assuming such compliance,
for income tax purposes the Exercised Shares shall be considered
transferred to the Optionee on the date the Option is exercised
with respect to such Exercised Shares.
3. Non-Transferability of
Option . This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution
and may be exercised during the lifetime of Optionee only by the
Optionee. The terms of the Plan and this Option Agreement shall be
binding upon the executors, administrators, heirs, successors and
assigns of the Optionee.
4. Securities Law Compliance
. Notwithstanding anything to the contrary contained herein, you
may not exercise your option unless the s