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FORM OF STOCK OPTION AGREEMENT

Stock Option Agreement

FORM OF STOCK OPTION AGREEMENT | Document Parties: WIND RIVER SYSTEMS INC You are currently viewing:
This Stock Option Agreement involves

WIND RIVER SYSTEMS INC

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Title: FORM OF STOCK OPTION AGREEMENT
Date: 4/2/2007
Industry: Software and Programming     Sector: Technology

FORM OF STOCK OPTION AGREEMENT, Parties: wind river systems inc
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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

 


 

I.

NOTICE OF GRANT

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:

 

 

 

 

 

 

 

 

Shares

  

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]

 

II.

AGREEMENT

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 ”).

 

 

2.

Exercise of Option .

(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


 
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