8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event report): March 21, 2007

WIND RIVER SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33061	94-2873391
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

500 Wind River Way, Alameda, California 94501

(Address of principal executive offices, including zip code)

(510) 748-4100

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers.

Equity Awards. On March 21, 2007, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Wind River Systems, Inc. (the “Company”) granted the following executive officer equity awards in the amounts noted after his name: Scot Morrison, Senior Vice President of Engineering (37,500 stock options and 13,000 restricted stock units). On March 27, 2007, the Compensation Committee approved the following equity award grants to the following executive officers, effective March 28, 2007: Kenneth R. Klein, Chairman of the Board, President and Chief Executive Officer (250,000 stock options and 80,000 restricted stock units); and John J. Bruggeman, Vice President of Worldwide Marketing and Chief Marketing Officer (37,500 stock options and 13,000 restricted stock units). These equity awards represent these executives’ annual equity awards under the Company’s 2005 Equity Incentive Plan. The 2005 Equity Incentive Plan is filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 9, 2005.

Each of the stock options vests 25% on the first anniversary of the date of grant, and  ¹/48 monthly thereafter, and is otherwise subject to the terms of the Company’s standard form of stock option agreement, which is attached as Exhibit 10.1. Each of the restricted stock units represents a contingent right to receive one share of the Company’s common stock. The restricted stock units vest 25% on each of March 28, 2008, 2009, 2010 and 2011, assuming the executive’s continued employment with the Company, and are otherwise subject to the terms of the Company’s standard form of restricted stock unit agreement, which is attached hereto as Exhibit 10.2. Each of the equity awards vests 100% upon the death of the executive officer if he is employed by the Company at the time of death.

The executives’ equity awards are subject to acceleration of vesting upon the occurrence of certain events. In the event Mr. Klein’s employment with Wind River is terminated other than for Cause, or if he resigns his employment with Good Reason (as each term is defined in his employment agreement, filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 6, 2003 (the “Employment Agreement”)) in each case other than within 12 months following a Change of Control (as that term is defined in his Employment Agreement), Mr. Klein will receive 12 months of additional credit toward the vesting and exercisability of his equity awards. If his termination of employment occurs within 12 months following a Change of Control, Mr. Klein’s awards will vest in full. Each of the above stock option grants for Messrs. Bruggeman and Morrison is subject to acceleration of vesting under the terms of the Company’s Executive Officers’ Change in Control Incentive and Severance Benefit Plan, filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 21, 1998 (“COC Plan”). Pursuant to the terms of the COC Plan, upon the event of a Change of Control (as defined in the COC Plan) the vesting schedule for these stock option grants will be accelerated by twelve (12) months. Additionally, the respective stock option grants will become full vested and exerciseable on the Termination Date (as defined in the COC Plan) to the extent these options would vest if the applicable executive officer completed twelve (12) months of employment following the Termination Date.

Acceleration of vesting for each executive is also subject to receipt by the Company of a general release of claims from each such officer.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Form of Stock Option Agreement for use in connection with the Company’s 2005 Equity Incentive Plan
10.2	Form of Restricted Stock Unit Agreement for use in connection with the Company’s 2005 Equity Incentive Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 2, 2007	WIND RIVER SYSTEMS, INC.
	By:	/s/ Ian Halifax
		Ian Halifax
		Chief Financial Officer, Senior Vice President, Finance and Administration, and Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Form of Stock Option Agreement for use in connection with the Company’s 2005 Equity Incentive Plan
10.2	Form of Restricted Stock Unit Agreement for use in connection with Company’s 2005 Equity Incentive Plan

EX-10.1

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 shares of Common Stock issuable upon such exercise are then registered under the Securities Act of 1933, as amended. The exercise of your option must all comply with other Applicable Laws and regulations governing your options, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations.

5. Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option Agreement. The Optionee may not exercise this Option before the commencement of its term or after its term expires. The term of this Option commences on the Date of Grant and expires upon the earliest of:

(i) the Expiration Date indicated in the Grant Notice;

(ii) the day before the seventh (7th) anniversary of the Date of Grant;

(iii) eighteen (18) months after the Optionee’s death, if the Optionee dies during, or within three (3) months after the termination of the Optionee’s relationship as a Service Provider;

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(iv) twelve (12) months after the termination of the Optionee’s relationship as a Service Provider due to disability;

(v) three (3) months after the termination of Optionee’s relationship as a Service Provider for any other reason, provided that if during any part of such three (3)-month period the Option is not exercisable because Applicable Laws governing this Option have not been complied with and the Company has determined that such exercise would not be in material compliance with such Applicable laws, and/or specifically because of the condition set forth in paragraph 4 (Securities Law Compliance), then this Option shall not expire until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of three (3) months after the termination of the Optionee’s relationship as a Service Provider.

6. Tax Obligations.

(a) Withholding Taxes. Optionee agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable to the Option exercise. Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

(b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee will immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee.

7. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the internal substantive laws, but not the choice of law rules, of California.

8. No Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

9. Data Privacy. Optionee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Optionee’s personal data as described in this Option Agreement by and among, as applicable, Optionee’s employer, the Company, its subsidiaries and its affiliates for the exclusive purpose of implementing, administering and managing Optionee’s participation in the Plan. Optionee understands that the Company may hold certain personal information about Optionee, including, but not limited to, Optionee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all stock options or any other entitlement to Shares awarded, canceled, vested, unvested or outstanding in Optionee’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). Optionee understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in Optionee’s country, or elsewhere, and that the recipients country may have different data privacy laws and protections than Optionee’s

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country. Optionee understands that Optionee may, to the extent required by local law, request a list with the names and addresses of any potential recipients of the Data by contacting Optionee’s local human resources representative. Optionee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Optionee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker, escrow agent or other third party with whom the Shares received upon vesting of the stock options may be deposited. Optionee understands that Data will be held only as long as is necessary to implement, administer and manage Optionee’s participation in the Plan. Optionee understands that Optionee may to the extent required by local law, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing Optionee’s local human resources representative. Optionee understands that refusal or withdrawal of consent may affect Optionee’s ability to participate in the Plan. For more information on the consequences of Optionee’s refusal to consent or withdrawal of consent, Optionee understands that Optionee may contact Optionee’s local human resources representative.

By Optionee’s signature and the signature of the Company’s representative below, Optionee and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Option Agreement. Optionee has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Plan and Option Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Option Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated above.

Wind River Systems, Inc.	Date
[Name of Optionholder]	Date

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EX-10.2

Exhibit 10.2

Notice of Grant of Restricted Stock Units	Wind River Systems, Inc.
and Restricted Stock Unit Agreement	ID: 94-2873391
	500 Wind River Way
	Alameda, CA 94501
[Name of Employee]	Award Number:	[Award Number]
[Address]	Plan:	2005 Equity Incentive Plan

I. NOTICE OF GRANT

You have been granted              Restricted Stock Units (the “RSUs”) of Wind River Systems, Inc. (the “Company”). Each such Unit is equivalent to one Share of Common Stock of the Company for purposes of determining the number of Shares subject to this award. None of the RSUs will be issued (nor will you have the rights of a stockholder with respect to the underlying shares) until the vesting conditions described below are satisfied. Additional terms of this grant are as follows:

Date of Grant	, 2007
Vesting Schedule:	[Insert Vesting Schedule]

II. AGREEMENT

1. Grant. The Company hereby grants to you an award of RSUs, as set forth in the Notice of Grant of Restricted Stock Units and subject to the terms and conditions in this Restricted Stock Unit Agreement (the “Agreement”) and the Company’s 2005 Equity Incentive Plan (the “Plan”). Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement. In the event of conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail.

2. Company’s Obligation. Each RSU represents the right to receive a Share on the applicable vesting date. Unless and until the RSUs vest, you will have no right to receive Shares under such RSUs. Prior to actual distribution of Shares pursuant to any vested RSUs, such RSUs will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

3. Vesting Schedule. Subject to paragraph 4, the RSUs awarded by this Agreement will vest according to the vesting schedule specified above

4. Forfeiture upon Termination as Service Provider. Notwithstanding any contrary provision of this Agreement or the Notice of Grant, if you terminate service as a Service Provider for any or no reason prior to vesting, the unvested RSUs awarded by this Agreement will thereupon be forfeited at no cost to the Company.

5. Payment after Vesting. Any RSUs that vest in accordance with paragraph 3 will be paid to you (or in the event of your death, to his or her estate) in Shares.

6. Tax Withholding. Notwithstanding any contrary provision of this Agreement, no Shares shall be distributed to you unless and until satisfactory arrangements will have been made by you with respect to the payment of income, employment and any other taxes that must be withheld with respect to such Shares. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit you to satisfy such tax withholding obligation, in whole or in part by one or more of the following: (a)

paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a value equal to the minimum amount statutorily required to be withheld, (c) delivering to the Company already vested and owned Shares having a value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to you through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld.

7. Tax Consultation. You understand that you may suffer adverse tax consequences as a result of your disposition of or vesting in the RSUs. You represent that you have consulted with any tax consultants you deem advisable in connection with the disposition of or vesting in the RSUs and that you are not relying on the Company for any tax advice.

8. Rights as Stockholder. Neither you nor any person claiming under or through you have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to you or your broker.

9. Grant is Not Transferable. This grant may not be transferred in any manner otherwise than by will or by the laws of descent or distribution. The terms of the Plan and this RSU Agreement shall be binding upon the your executors, administrators, heirs, successors and assigns.

10. Additional Conditions to Issuance of Stock. No Shares shall be issued pursuant to this Agreement unless such issuance complies with Applicable Laws.

11. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Notice of Grant and RSU Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you with respect to the subject matter hereof, and may not be modified adversely to your interest except by means of a writing signed by the Company and you. This agreement is governed by the internal substantive laws, but not the choice of law rules, of California.

12. No Guarantee of Continued Service. YOU ACKNOWLEDGE AND AGREE THAT THE VESTING OF RSUs PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED OR BEING GRANTED RSUs). YOU FURTHER ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH YOUR RIGHT OR THE COMPANY’S RIGHT TO TERMINATE YOUR RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

By your signature and the signature of the Company’s representative below, you and the Company agree that these RSUs are granted under and governed by the terms and conditions of the Plan and this RSU Agreement. You have reviewed the Plan and this RSU Agreement in their entirety, and have had an opportunity to obtain the advice of counsel prior to executing this RSU Agreement and you fully understand all provisions of the Plan and RSU Agreement. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and RSU Agreement. You further agree to notify the Company upon any change in the residence address indicated above.

Wind River Systems, Inc.	Date
[Employee Name]	Date

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