SUN MICROSYSTEMS, INC.
DIRECTOR LEVEL CHANGE OF CONTROL SEVERANCE PLAN
Amended and Restated Effective as of November 13, 1996
The Board of Directors of Sun Microsystems, Inc., a Delaware corporation ("Company"), has evaluated the
economic and social impact of certain acquisitions or change of control events on its employees. The Board
recognized that it will no longer have the power to protect interests of the employees after an acquisition or other
change of control. As a result, the Board believes that it is in the Company's interest to provide its employees
with the right to compensation and assurance of economic security in certain circumstances following an
acquisition or other change of control. Furthermore, the Board believes a severance compensation plan of this
kind will aid the Company in attracting and retaining the highly qualified, high performing individuals who are
essential to its success. The plan's assurance of fair treatment will ensure organizational stability during any period
of significant uncertainty that is inherent to an acquisition or other change of control.
Accordingly, the following plan has been developed and is hereby adopted.
ESTABLISHMENT OF PLAN
1.1 Establishment of Plan
As of the Effective Date, the Company hereby establishes a severance plan to be known as the "Director Level
Change of Control Severance Plan" (the "Plan"), as set forth in this document. The purposes of the Plan are set
forth in the Introduction.
1.2 Applicability of Plan
The benefits provided by this Plan shall be available to all Employees of the Company who, at or after the
Effective Date, meet the eligibility requirements of Section III.
1.3 Contractual Right to Benefits
This Plan establishes and vests in each Participant a contractual right to the benefits to which he or she is entitled
hereunder, enforceable by the Participant against his or her Employer or the Company, or both.
DEFINITIONS AND CONSTRUCTION