SUN MICROSYSTEMS, INC.
2005 U.S. NON-QUALIFIED DEFERRED COMPENSATION PLAN
Amended and Restated Effective January 1, 2005
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 January 1, 2005.
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 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.
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.
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”).