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

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

• Contract Type
  Merger Agreement
• 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.