AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • November 1st, 1999 • Wind River Systems Inc • Services-computer programming services • California
RECITALSStock Option Agreement • November 22nd, 1999 • Wind River Systems Inc • Services-computer programming services • California
WIND RIVER SYSTEMS, INC. EXECUTIVE EMPLOYMENT AGREEMENT FOR THOMAS ST. DENNISExecutive Employment Agreement • December 14th, 1999 • Wind River Systems Inc • Services-computer programming services • California
EXHIBIT-2.1Merger Agreement • April 14th, 2000 • Wind River Systems Inc • Services-computer programming services • Delaware
-------------------------------------- Recording requested by, and when | recorded, please return to: | | McGuire, Woods, Battle & Boothe LLP | 77 West Wacker Drive | Suite 4500 | Chicago, Illinois 60601 | | ATTN: W. Kirk Grimm, Esq. |...Lease • April 28th, 2000 • Wind River Systems Inc • Services-computer programming services • New York
WIND RIVER SYSTEMS, INC. AND AMERICAN STOCK TRANSFER AND TRUST COMPANY AS RIGHTS AGENT AMENDED AND RESTATED RIGHTS AGREEMENT DATED AS OF SEPTEMBER 29, 2006Rights Agreement • October 3rd, 2006 • Wind River Systems Inc • Services-computer programming services • Delaware
In the event that any Person or group of affiliated or associated Persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person or any affiliate or associate thereof (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. This right will commence on the date of public announcement that a Person has become an Acquiring Person (or the effective date of a registration statement relating to distribution of the rights, if later) and terminate 60 days later (subject to adjustment in the event exercise of the rights is enjoined).
RECITALSVoting Agreement • November 1st, 1999 • Wind River Systems Inc • Services-computer programming services • California
RECITALSAffiliate Agreement • November 1st, 1999 • Wind River Systems Inc • Services-computer programming services • California
INDEMNITY AGREEMENTIndemnification Agreement • May 1st, 2001 • Wind River Systems Inc • Services-computer programming services • Delaware
THIS AGREEMENT is made and entered into this day of December, 2000 by and between WIND RIVER SYSTEMS, INC., a Delaware corporation (the "Corporation"), and ("Agent").
July 28, 1999 Ronald A. Abelmann Wind River Systems, Inc. 500 Wind River Way Alameda, California 94501 RE: RETIREMENT AND CONSULTING AGREEMENT Dear Ron: This letter sets forth the substance of the retirement and consulting agreement (the "Agreement")...Retirement and Consulting Agreement • September 13th, 1999 • Wind River Systems Inc • Services-computer programming services • California
WIND RIVER SYSTEMS, INC. 3.75% CONVERTIBLE SUBORDINATED NOTES DUE DECEMBER 15, 2006 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2001 • Wind River Systems Inc • Services-computer programming services • New York
Wind River Systems, Inc., a Delaware corporation ("the Company"), proposes to issue and sell to you (the "Initial Purchasers"), upon the terms set forth in a purchase agreement of even date herewith (the "Purchase Agreement"), $125,000,000 aggregate principal amount (plus up to an additional $25,000,000 aggregate principal amount) of its 3.75% Convertible Subordinated Notes due December 15, 2006 (the "Initial Securities"). The Initial Securities will be convertible into shares of common stock, par value $0.001 per share, of the Company (the "Common Stock") at the conversion price set forth in the Offering Circular dated December 5, 2001. The Initial Securities will be issued pursuant to an Indenture, dated as of December 10, 2001 (the "Indenture"), among the Company and Bankers Trust Company, as trustee (the "Trustee"). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company agrees with the Initial Purchasers, for the benefit of (i) the Initial Purc
5% CONVERTIBLE SUBORDINATED NOTES DUE 2002Indenture • September 15th, 1997 • Wind River Systems Inc • Services-computer programming services • New York
July 22, 1997Purchase Agreement • September 15th, 1997 • Wind River Systems Inc • Services-computer programming services • New York
AGREEMENT AND PLAN OF MERGER Among INTEL CORPORATION, APC II ACQUISITION CORPORATION and WIND RIVER SYSTEMS, INC. Dated as of June 4, 2009Merger Agreement • June 8th, 2009 • Wind River Systems Inc • Services-computer programming services • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 4, 2009 (this “Agreement”), among Intel Corporation, a Delaware corporation (“Parent”), APC II Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Wind River Systems, Inc., a Delaware corporation (the “Company”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 8th, 2009 • Wind River Systems Inc • Services-computer programming services • California
This Executive Employment Agreement (the “Agreement”), dated June 4, 2009 (the “Agreement Date”), is entered into by and among Wind River Systems, Inc., a Delaware corporation (the “Company”), Intel Corporation, a Delaware corporation (“Parent”), and Ian Halifax (“Executive”) (collectively, the “parties”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 1st, 2001 • Wind River Systems Inc • Services-computer programming services
THIS STOCK PURCHASE AGREEMENT is made this 28th day of December, 2000, between INNOTECH CORPORATION, a corporation organized and existing under the laws of Japan and having its principal place of business at 3-7-16 SHINYOKOHAMA, KOUHOKU-KU, YOKOHAMA-SHI, KANAGAWA, Japan ("Seller") and WIND RIVER SYSTEMS, INC., a corporation organized and existing under the laws of the State of California, USA, and having its principal place of business at 500 Wind River Way, Alameda, California 94501, USA ("Buyer").
AND AMERICAN STOCK TRANSFER AND TRUST COMPANY AS RIGHTS AGENTRights Agreement • November 4th, 1999 • Wind River Systems Inc • Services-computer programming services • Delaware
NON-COMPETITION AGREEMENTNon-Competition Agreement • June 8th, 2009 • Wind River Systems Inc • Services-computer programming services • California
THIS NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of June 4, 2009, by and among Intel Corporation, a Delaware corporation, its subsidiaries, affiliates, successors, or assigns (collectively, the “Buyer”), Wind River Systems, Inc., a Delaware corporation (the “Company”), and Kenneth R. Klein (the “Shareholder”).
FIRST AMENDMENT TO PARTICIPATION AGREEMENT AND CERTAIN OPERATIVE AGREEMENTS WITH LIMITED WAIVERParticipation Agreement • December 3rd, 2001 • Wind River Systems Inc • Services-computer programming services • New York
This FIRST AMENDMENT TO PARTICIPATION AGREEMENT AND CERTAIN OPERATIVE AGREEMENTS WITH LIMITED WAIVER (this "Amendment") dated as of December 3, 2001, is by and among WIND RIVER SYSTEMS, INC., a Delaware corporation, as Lessee and Construction Agent (in its capacity as Lessee, the "Lessee" and in its capacity as Construction Agent, the "Construction Agent"); DEUTSCHE BANK AG, NEW YORK BRANCH, a duly licensed branch of Deutsche Bank AG, a German corporation, as Agent Lessor for the Lessors (in such capacity, the "Agent Lessor"), and as a Lessor (together with any permitted successors and assigns, each a "Lessor" and collectively the "Lessors"), and DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS BRANCH, as a Lender (together with the other financial institutions as may from time to time become lenders, the "Lenders") under the Credit Agreement and as Agent for the Lenders (in such capacity, the "Agent"). Capitalized terms used herein and not otherwise defined shall have the meanings ass
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • June 8th, 2009 • Wind River Systems Inc • Services-computer programming services • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of June 4, 2009 between Intel Corporation, a Delaware corporation (“Parent”), APC II Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”), and certain stockholders of Wind River Systems, Inc., a Delaware corporation (the “Company”), listed on Annex I (each, a “Stockholder”), each an owner of Company Shares.
Wind River Systems, Inc. PURCHASE AGREEMENTPurchase Agreement • December 17th, 2001 • Wind River Systems Inc • Services-computer programming services • New York
CREDIT SUISSE FIRST BOSTON CORPORATION, UBS WARBURG LLC THOMAS WEISEL PARTNERS LLC c/o CREDIT SUISSE FIRST BOSTON CORPORATION, Eleven Madison Avenue, New York, N.Y. 10010-3629
NINTH AMENDMENT TO PARTICIPATION AGREEMENT AND CERTAIN OPERATIVE AGREEMENTS WITH LIMITED WAIVERParticipation Agreement • June 14th, 2002 • Wind River Systems Inc • Services-computer programming services • New York
This NINTH AMENDMENT TO PARTICIPATION AGREEMENT AND CERTAIN OPERATIVE AGREEMENTS WITH LIMITED WAIVER (this "Amendment") dated as of June 3, 2002, is by and among WIND RIVER SYSTEMS, INC., a Delaware corporation, as Lessee and Construction Agent (in its capacity as Lessee, the "Lessee" and in its capacity as Construction Agent, the "Construction Agent"); DEUTSCHE BANK AG, NEW YORK BRANCH, a duly licensed branch of Deutsche Bank AG, a German corporation, as Agent Lessor for the Lessors (in such capacity, the "Agent Lessor"), and as a Lessor (together with any permitted successors and assigns, each a "Lessor" and collectively the "Lessors"), and DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS BRANCH, as a Lender (together with the other financial institutions as may from time to time become lenders, the "Lenders") under the Credit Agreement and as Agent for the Lenders (in such capacity, the "Agent"). Capitalized terms used herein and not otherwise defined shall have the meanings assigne
Exhibit 10.18 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of July 31, 1997, by and among Wind River Systems, Inc., a Delaware corporation (the "Company"), and Deutsche Morgan Grenfell...Registration Rights Agreement • September 15th, 1997 • Wind River Systems Inc • Services-computer programming services • New York
SHARE PURCHASE AGREEMENT BY AND AMONG MIZI RESEARCH, INC., SHAREHOLDERS OF MIZI RESEARCH, INC. AND WIND RIVER SYSTEMS, INC. AUGUST 26, 2008Share Purchase Agreement • October 17th, 2008 • Wind River Systems Inc • Services-computer programming services
(The Seller Representative, Innovalue, KB, Sung-Ho Wang, Joon Jo, Myong-kie Lee and Chi-Deok Hwang shall each be referred to as “Seller” and collectively as “Sellers”).
FIRST AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • June 4th, 2009 • Wind River Systems Inc • Services-computer programming services • Delaware
This FIRST AMENDMENT, dated as of June 4, 2009 (this “Amendment”), to Amended and Restated Rights Agreement, dated as of September 29, 2006 (the “Agreement”), between Wind River Systems, Inc., a Delaware corporation (the “Company”), and American Stock Transfer and Trust Company, as rights agent (the “Rights Agent”).
SEPARATION AGREEMENTSeparation Agreement • April 14th, 2004 • Wind River Systems Inc • Services-computer programming services • California
THIS SEPARATION AGREEMENT (“Agreement”) is entered into as of February 25, 2004 (the “Effective Date”), by and between THOMAS ST. DENNIS (“Executive”) and WIND RIVER SYSTEMS, INC., a Delaware corporation (the “Company”).
CREDIT AGREEMENTCredit Agreement • April 30th, 2003 • Wind River Systems Inc • Services-computer programming services • California
This CREDIT AGREEMENT, dated as of April 15, 2003 (as amended, supplemented and/or otherwise modified from time to time, this “Agreement”), is between WIND RIVER SYSTEMS, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
QuickLinks -- Click here to rapidly navigate through this documentRetirement Agreement • September 14th, 2001 • Wind River Systems Inc • Services-computer programming services • California
This letter sets forth the substance of the agreement (the "Agreement") that Wind River Systems, Inc. (the "Company") is offering to you in connection with your retirement from the Company.
WIND RIVER SYSTEMS, INC. SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 4th, 2009 • Wind River Systems Inc • Services-computer programming services • California
This Second Amendment to the Executive Employment Agreement (the “Second Amendment”) is made effective as of the last date signed below, by and between Wind River Systems, Inc. (the “Company”), and Kenneth R. Klein (the “Executive”).
WIND RIVER SYSTEMS, INC. AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 17th, 2008 • Wind River Systems Inc • Services-computer programming services • California
This Amendment to the Executive Employment Agreement (the “Amendment”) is made effective as of the last date signed below, by and between Wind River Systems, Inc. (the “Company”), and Kenneth R. Klein (the “Executive”).
June 30, 2003Separation Agreement • September 12th, 2003 • Wind River Systems Inc • Services-computer programming services • California
This letter sets forth the substance of the agreement (the “Agreement”) that Wind River Systems, Inc. (the “Company”) is offering to you in connection with your separation from the Company and from Wind River Sales Co., Inc. (“Sales Co.”).
TERMINATION AGREEMENTTermination Agreement • April 30th, 2003 • Wind River Systems Inc • Services-computer programming services
THIS TERMINATION AGREEMENT (“Termination Agreement”) is made and entered into as of the 15th day of April, 2003, by and between DEUTSCHE BANK AG, NEW YORK BRANCH, a duly licensed branch of Deutsche Bank AG, a German corporation, as Agent Lessor for the Lessors (the “Agent Lessor”), and as a Lessor (together with any permitted successors and assigns, each a “Lessor” and collectively the “Lessors”); and DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS BRANCH, as a Lender (together with the other financial institutions as may from time to time become lenders, the “Lenders”) and as Agent for the Lenders (in such capacity, the “Agent”) in favor of WIND RIVER SYSTEMS, INC., a Delaware corporation, as Lessee and Construction Agent (in its capacity as Lessee, the “Lessee” and in its capacity as Construction Agent, the “Construction Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned such terms in Annex A to the Participation Agreement (as defined b
June 11, 2009 Dear Stockholder:Merger Agreement • June 11th, 2009 • Wind River Systems Inc • Services-computer programming services
On behalf of the Board of Directors of Wind River Systems, Inc. (“Wind River”), I am pleased to inform you that Wind River has entered into an Agreement and Plan of Merger, dated as of June 4, 2009 (the “Merger Agreement”), with Intel Corporation (“Intel”) and APC II Acquisition Corp., a wholly owned subsidiary of Intel (“Purchaser”) pursuant to which Purchaser has today commenced a tender offer (the “Offer”) to purchase all outstanding shares of common stock of Wind River (the “Shares”) at a price of $11.50 per Share in cash. The closing of the Offer is conditioned upon, among other things, a majority of the Shares outstanding being validly tendered and not withdrawn prior to the expiration of the Offer, and the receipt of regulatory clearances. The Offer will be followed by a merger (the “Merger”) in which remaining Shares will be converted into the right to receive $11.50 per Share in cash.
TERMINATION AGREEMENTTermination Agreement • April 30th, 2003 • Wind River Systems Inc • Services-computer programming services
THIS TERMINATION AGREEMENT (“Termination Agreement”) is made and entered into as of the 15th day of April, 2003, by and between DEUTSCHE BANK AG, NEW YORK BRANCH, a duly licensed branch of Deutsche Bank AG, a German corporation, as Agent Lessor for the Lessors (the “Agent Lessor”), and as a Lessor (together with any permitted successors and assigns, each a “Lessor” and collectively the “Lessors”); and DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS BRANCH, as a Lender (together with the other financial institutions as may from time to time become lenders, the “Lenders”) and as Agent for the Lenders (in such capacity, the “Agent”) in favor of WIND RIVER SYSTEMS, INC., a Delaware corporation, as Lessee and Construction Agent (in its capacity as Lessee, the “Lessee” and in its capacity as Construction Agent, the “Construction Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned such terms in Annex A to the Participation Agreement (as defined b
SETTLEMENT ALLOCATION AGREEMENTSettlement Allocation Agreement • June 13th, 2001 • Wind River Systems Inc • Services-computer programming services
THIS SETTLEMENT ALLOCATION AGREEMENT is made this 27th day of April, 2001, by and among WIND RIVER SYSTEMS KABUSHIKI KAISHA, a corporation organized and existing under the laws of Japan and having its registered office at Ebisu Prime Square Tower, 1-1-39 Hiroo, Shibuya-ku, Tokyo 150-0012, Japan ("WRSKK"); WIND RIVER SYSTEMS, INC., a corporation organized and existing under the laws of the State of Delaware, USA, having its principal place of business at 500 Wind River Way, Alameda, California 94501, USA ("WRSI"); and NISSIN ELECTRIC CO., LTD., a corporation organized and existing under the laws of Japan and having its registered office at 47 Umezu-Takase-cho, Ukyo-ku, Kyoto, Japan ("Nissin").
