Exhibit 10.6

WIND RIVER SYSTEMS, INC.

AMENDMENT TO OFFER LETTER

This Amendment to Offer Letter (the “Amendment”) is made effective as of the
last date signed below, by and between Wind River Systems, Inc. (the “Company”)
and Ian Halifax (the “Executive”).

RECITALS

WHEREAS, the Company and Executive entered into that certain Offer Letter dated
January 30, 2007 (the “Offer Letter”).

WHEREAS, the Company and Executive desire to amend the Offer Letter to enhance
Executive’s severance benefits on or following a change of control of the
Company and to comply with the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended.

NOW, THEREFORE, the Company and Executive agree that in consideration of the
foregoing and the promises and covenants contained herein, the parties agree as
follows:

AGREEMENT

1. Change of Control and Severance Provisions. The change of control and
severance provisions of the Offer Letter (other than the Cause and Good Reason
definitions, which remain intact) are hereby replaced in their entirety with the
following:

As a Vice President of Wind River Systems, you are considered an “Eligible
Employee” under the Executive Officers’ Change of Control Incentive Plan (the
“Change of Control Plan”) and the Vice Presidents’ Severance Benefits Plan (the
“Severance Plan”). Additionally, in the event you are terminated without Cause
or voluntarily terminate your employment within ninety (90) days after you learn
of the occurrence of the event which forms the basis for your termination for
Good Reason (both as defined herein) and such termination is not covered by the
Change of Control Plan, then, subject to your entering into and not revoking a
release of claims in substantially the same applicable form as attached to the
Severance Plan (the “Release”) you will receive the following severance
benefits:

 

  •  

an amount equal to 12 months of your base salary as of your termination date
plus an amount equal to one hundred percent (100%) of your actual bonus for the
fiscal year prior to the fiscal year in which the termination occurs, less
required withholdings and deductions, payable commencing within ten (10) days
after the effective date of the Release in equal monthly installments over the
period of 12 months from your termination date;



--------------------------------------------------------------------------------

  •  

12 months of additional credit towards the vesting and exercisability of all
equity awards then held by you, with such equity awards remaining exercisable
pursuant to the terms of the Company’s applicable compensatory stock plans and
the corresponding award agreements.

Any severance benefits due to you under the Severance Plan shall be
automatically reduced to the extent you receive the severance benefits set forth
above.

Moreover, if on or after a Change of Control, as such term is defined in the
Change of Control Plan (a “Change of Control”), (i) you remain employed by the
Company or its acquirer (or a parent or subsidiary of acquirer’s) for a period
of time of up to six (6) months as designated by the acquirer in its sole
discretion (the “Post-Change of Control Service Period”), (ii) you are
terminated without Cause prior to the end of the Post-Change of Control Service
Period, or (iii) you voluntarily terminate your employment within ninety
(90) days after you learn of the occurrence of the event which forms the basis
for your termination for Good Reason (both as defined herein), then, subject to
your entering into and not revoking a Release you will receive the following
retention/severance benefits:

 

  •  

an amount equal to 12 months of your base salary as of your termination date
plus an amount equal to one hundred percent (100%) of your actual bonus for the
fiscal year prior to the fiscal year in which the termination occurs, less
required withholdings and deductions, payable in equal monthly installments over
the period of 12 months from your termination date;

 

  •  

reimbursement of the cost of continued health insurance coverage for you and
your eligible dependents, if Executive elects continued coverage under federal
COBRA or any state law equivalent, for a period of 24 months from the
termination date. Such reimbursements shall be made within thirty (30) days of
the premium payment; and

 

  •  

one hundred percent (100%) accelerated vesting and exercisability of all equity
awards with respect to the Company’s common stock, with such awards remaining
exercisable pursuant to the terms of the Company’s applicable compensatory stock
plans and the corresponding award agreements.

Any severance benefits due to you under the Change of Control Plan shall be
automatically reduced to the extent you receive the severance/retention benefits
set forth above.

If, in connection with a Change of Control, California Business and Professions
Code Section 16601 applies to you or a forfeiture of certain compensation and
benefits in the event of competitive activity is otherwise permitted by
applicable law, and if you engage in “Competitive Activity” (as defined below),
you shall forfeit your right to receive any unpaid Change of Control cash
severance/retention payments and unreimbursed insurance coverage costs and any
unexercised stock awards, the vesting and exercisability of which were
accelerated pursuant to the Change of

 

-2-



--------------------------------------------------------------------------------

Control severance/retention benefits set forth herein, and the Company may
rescind the exercise of any stock award, the vesting of which was so
accelerated, within 24 months after such exercise or demand that you pay over to
the Company the proceeds you received upon the sale, transfer or other
transaction involving such stock award shares, in such manner and on such terms
and conditions as the Company may require. For purposes of this offer letter,
you shall be considered to have engaged in Competitive Activity if, during the
period of 24 months following your termination of employment, you, directly or
indirectly, whether as an officer, director, stockholder, partner, proprietor,
associate, representative, consultant, or in any similar capacity, engage in,
become financially interested in, become employed by or have any business
connection with any other person, corporation, firm, partnership or other entity
whatsoever that competes with the Company, anywhere in the world, in the
business of embedded software (which is defined as device operating systems that
are embedded in electronic devices to control the operation of a device and to
facilitate the execution of higher-level application software systems, and
related software tools). Notwithstanding the foregoing, you may own, as a
passive investor, securities of any competitor corporation, so long as your
direct holdings in any one such corporation shall not in the aggregate
constitute more than one percent (1%) of the voting stock of such corporation.

Executive’s receipt of severance or retention payments and benefits under this
offer letter is conditioned upon Executive signing and not revoking the Release
and subject to the Release becoming effective within sixty (60) days following
the triggering event (the “Release Period”). No severance or retention will be
paid or provided until the Release becomes effective. No severance or retention
will be paid or provided unless the Release becomes effective during the Release
Period. In the event the triggering event occurs on or after November 1 of any
year, any severance will be paid in arrears on the first payroll date to occur
during the following calendar year, or such later time as required by the
payment schedule applicable to each payment or benefit or Code Section 409A.

2. Code Section 409A. The following paragraphs shall be added at the end of the
Offer Letter:

Notwithstanding anything to the contrary in this Agreement, if you are a
“specified employee” within the meaning of Section 409A of the Internal Revenue
Code of 1986, as amended, and the final regulations and any guidance promulgated
thereunder (“Section 409A”) at the time of your termination (other than due to
death), then the cash severance benefits payable to you under this offer letter,
if any, and any other severance payments or separation benefits that may be
considered deferred compensation under Section 409A (together, the “Deferred
Compensation Separation Benefits”) otherwise due to you on or within the six
(6) month period following your termination will accrue during such six
(6) month period and will become payable in a lump sum payment on the date six
(6) months and one (1) day following the date of your termination of employment.
All subsequent payments, if any, will be payable in accordance with the payment
schedule applicable to each payment or benefit. Notwithstanding anything herein
to the contrary, if you die following your termination but prior to the six
(6) month anniversary of your date of termination, then any payments delayed in
accordance with this paragraph will be payable in a lump sum as soon as
administratively practicable after the date of your death and all other Deferred
Compensation Separation Benefits will be payable in accordance with the payment
schedule applicable to each payment or benefit.

 

-3-



--------------------------------------------------------------------------------

It is the intent of this offer letter to comply with the requirements of
Section 409A so that none of the severance payments and benefits to be provided
hereunder will be subject to the additional tax imposed under Section 409A, and
any ambiguities herein will be interpreted to so comply. You agree to work with
the Company together in good faith to consider amendments to this offer letter
and to take such reasonable actions which are necessary, appropriate or
desirable to avoid imposition of any additional tax or income recognition under
Section 409A prior to actual payment to you.

3. Full Force and Effect. To the extent not expressly amended hereby, the Offer
Letter shall remain in full force and effect.

4. Entire Agreement. This Amendment and the Offer Letter constitute the full and
entire understanding and agreement between the parties with regard to the
subjects hereof and thereof.

5. Successors and Assigns. This Amendment and the rights and obligations of the
parties hereunder shall inure to the benefit of, and be binding upon, their
respective successors, assigns, and legal representatives.

6. Counterparts. This Amendment may be executed in counterparts, all of which
together shall constitute one instrument, and each of which may be executed by
less than all of the parties to this Amendment.

7. Governing Law. This Amendment shall be governed in all respects by the
internal laws of California, without regard to principles of conflicts of law.

8. Amendment. Any provision of this Amendment may be amended, waived or
terminated by a written instrument signed by the Company and Executive.

(Signature page follows)

 

-4-



--------------------------------------------------------------------------------

IAN HALIFAX     WIND RIVER SYSTEMS, INC. /s/ Ian Halifax     /s/ Ken Klein
Signature     Signature           Ken Klein     Print Name Date: 16 October,
2008     CEO     Print Title     Date: 10/16/08

(Signature page to Amendment to Halifax Offer Letter)

 

-5-
{'dataset': 'atticus_contracts'}