TERMINATION AGREEMENT

EXHIBIT 10.41

TERMINATION AGREEMENT

     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 below).

RECITALS:

     The Lessee, the Agent Lessor, the Lessor, the Lender, the Agent and Deutsche Bank Securities Inc., (formerly known as Deutsche Banc Alex. Brown Inc.), as Arranger (the “Arranger”), are parties to that certain Participation Agreement, dated as of November 30, 1999 (as amended, restated, supplemented or otherwise modified from time to time, the “Participation Agreement”); Agent Lessor and Lessee have entered in to that certain Lease, dated as of November 30, 1999 (as amended, restated, supplemented or otherwise modified from time to time, the “Lease”); Wind River Systems, Inc., as Landlord (the “Landlord”) and Deutsche Bank AG, New York Branch, as Tenant (the “Tenant”) have entered into that certain Ground Lease, dated as of November 30, 1999 (the “Ground Lease”); and Deutsche Bank AG, New York Branch, Borrower, Lenders and Agent are parties to that certain Credit Agreement, dated as of November 30, 1999 (the “Credit Agreement”), pursuant to which the Participants have provided certain lease facilities to the Lessee (collectively, the “Facility”). This Termination Agreement sets forth the amount required to be paid by the Lessee to the Agent (for distribution among the Agent and the Participants in accordance with the provisions of the Participation Agreement), calculated as of April 15, 2003 (the “Payoff Calculation Date”), in order to pay off all outstanding obligations of the Lessee under the Facility and to simultaneously terminate the Ground Lease.

     The Lessee has exercised the Purchase Option under Section 20.1 of the Lease pursuant to a Purchase Notice delivered to Agent Lessor on January 30, 2003 (the “Purchase Notice”). In connection with the closing of the purchase of the Property pursuant to the Purchase Option, the parties desire to terminate those agreements listed in Section 3, including the Agent Lessor’s leasehold interest in the Land pursuant to the Ground Lease upon the satisfaction of the conditions set forth below.

     NOW, THEREFORE, for good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: