SUN MICROSYSTEMS, INC.
2005 U.S. NON-QUALIFIED DEFERRED COMPENSATION PLAN
Effective January 1, 2005
Sun Microsystems, Inc. (the “Company”), acting on behalf of itself and its U.S. subsidiaries, hereby adopts the Sun
Microsystems, Inc. 2005 U.S. Non-Qualified Deferred Compensation Plan (the “Plan”) effective January 1, 2005.
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 U.S. Non-Qualified Deferred Compensation Plan shall be frozen and no new
contributions shall be made to it; provided, however, that any deferrals made under the Prior Plan before January 1, 2005
shall continue to be governed by the terms and conditions of the Prior Plan as in effect on December 31, 2004.
3. Any deferrals made under the Prior Plan after December 31, 2004 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.
4. 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.
The Company intends that amounts contributed to the