SUN MICROSYSTEMS, INC.
EQUITY COMPENSATION ACQUISITION PLAN
(AMENDED AS OF NOVEMBER 11, 1998)
1. Purposes of the Plan. The purposes of this Stock Plan are:
- to attract and retain the best available personnel for positions of substantial responsibility,
- to provide additional incentive to eligible Employees and Consultants, and
- to promote the success of the Company's business.
Nonstatutory Stock Options and Stock Purchase Rights may be granted under the Plan.
2. Definitions. As used herein, the following definitions shall apply:
(a) "Administrator" means the Board or any of its Committees as shall be administering the Plan, in accordance
with Section 4 of the Plan.
(b) "Applicable Laws" means the legal requirements relating to the administration of stock option plans under U.
S. state corporate laws, U.S. federal and state securities laws, the Code and the applicable laws of any foreign
country or jurisdiction where Options or Stock Purchase Rights are, or will be, granted under the Plan.
(c) "Board" means the Board of Directors of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as amended.
(e) "Committee" means a Committee appointed by the Board in accordance with Section 4 of the Plan.
(f) "Common Stock" means the Common Stock of the Company.
(g) "Company" means Sun Microsystems, Inc., and any entity that is directly or indirectly controlled by the
Company, or any entity in which the Company has a significant equity interest, as determined by the
(h) "Consultant" means any person, including an advisor, engaged by the Company to render services and who is
compensated for such services, provided that the term "Consultant" shall not include any person who is also an
officer or Director of Sun Microsystems, Inc.
(i) "Director" means a member of the Board.
(j) "Disability" means total and permanent disability as defined in Section 22(e)(3) of the Code.
(k) "Employee" means any person employed by the Company other than