0001193125-09-126611 Sample Contracts

AGREEMENT AND PLAN OF MERGER Among INTEL CORPORATION, APC II ACQUISITION CORPORATION and WIND RIVER SYSTEMS, INC. Dated as of June 4, 2009

Agreement and Plan of Merger • June 8th, 2009 • Wind River Systems Inc • Services-computer programming services • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  June 8th, 2009
• Company
  Wind River Systems Inc
• Industry
  Services-computer programming services
• Jurisdiction
  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 AGREEMENT

Executive Employment Agreement • June 8th, 2009 • Wind River Systems Inc • Services-computer programming services • California

• Contract Type
  Executive Employment Agreement
• Filed
  June 8th, 2009
• Company
  Wind River Systems Inc
• Industry
  Services-computer programming services
• Jurisdiction
  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”).

NON-COMPETITION AGREEMENT

Non-Competition Agreement • June 8th, 2009 • Wind River Systems Inc • Services-computer programming services • California

• Contract Type
  Non-Competition Agreement
• Filed
  June 8th, 2009
• Company
  Wind River Systems Inc
• Industry
  Services-computer programming services
• Jurisdiction
  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”).

TENDER AND SUPPORT AGREEMENT

Tender and Support Agreement • June 8th, 2009 • Wind River Systems Inc • Services-computer programming services • Delaware

• Contract Type
  Tender and Support Agreement
• Filed
  June 8th, 2009
• Company
  Wind River Systems Inc
• Industry
  Services-computer programming services
• Jurisdiction
  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.