SUN MICROSYSTEMS, INC.
2005 U.S. NON-QUALIFIED DEFERRED COMPENSATION PLAN
Amended and Restated Effective November 17, 2008
Sun Microsystems, Inc. (the “Company”), acting on behalf of itself and its U.S. subsidiaries, hereby amends and restates
the Sun Microsystems, Inc. 2005 U.S. Non-Qualified Deferred Compensation Plan (the “Plan”) effective November 17, 2008.
NOW THEREFORE, the Company does hereby adopt this Plan as follows and does also hereby agree that the Plan shall
be structured, held and disposed of as follows:
The Company maintains the Plan, a deferred compensation plan for the benefit of a select group of management or highly
compensated employees of the Company as well as members of the Company’s Board of Directors.
The Plan is the successor plan to the Sun Microsystems, Inc. U.S. Non-Qualified Deferred Compensation Plan (the “Prior
Plan”). Effective December 31, 2004, the Prior Plan was frozen and no new contributions were made to it; provided,
however, that effective December 31, 2008 the Prior Plan shall be merged into the Plan.
3. Any deferrals made under the Prior Plan shall be deemed to have been made under the Plan and all such deferrals shall be
governed by the terms and conditions of the Plan as it may be amended from time to time.
Under the Plan, the Company is obligated to pay vested accrued benefits to Plan Participants and their Beneficiary or
Beneficiaries from the Company’s general assets.
The Company has entered into an agreement (the “Trust Agreement”) with Wells Fargo Bank, N.A. pursuant to which
Wells Fargo Bank, N.A., serves as the trustee (the “Trustee”) under an irrevocable trust, to be used in connection with the
Plan (the “Trust”).
The Company intends to make contributions to the Trust so that such contributions will be held by the Trust and
invested, reinvested and distributed, all in accordance with this Plan and the Trust Agreement