SUN MICROSYSTEMS, INC.
1990 LONG-TERM EQUITY INCENTIVE PLAN
(AMENDED AS OF AUGUST 16, 2000 AND ADJUSTED
FOR A 2-FOR-1 STOCK DIVIDEND PAID DECEMBER 5, 2000)
1. Purpose of the Plan. The purpose of the Sun Microsystems, Inc. 1990 Long-Term Equity Incentive Plan is to
enable Sun Microsystems, Inc. to provide an incentive to eligible employees, consultants and Officers whose
present and potential contributions are important to the continued success of the Company, to afford them an
opportunity to acquire a proprietary interest in the Company, and to enable the Company to enlist and retain in its
employ the best available talent for the successful conduct of its business. It is intended that this purpose will be
effected through the granting of (a) stock options, (b) stock purchase rights, (c) stock appreciation rights, and (d)
long-term performance awards.
2. Definitions. As used herein, the following definitions shall apply:
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Committee" means the Committee or Committees referred to in
Section 5 of the Plan. If at any time no Committee shall be in office, then the functions of the Committee specified
in the Plan shall be exercised by the Board.
(d) "Common Stock" means the Common Stock, $0.00067 par value (as adjusted from time to time), of the
(e) "Company" means Sun Microsystems, Inc., a corporation organized under the laws of the state of Delaware,
or any successor corporation.
(f) "Director" means a member of the Board.
(g) "Disability" means a disability, whether temporary or permanent, partial or total, as determined by the
(h) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(i) "Fair Market Value" means, as of any date, the value of Common Stock determined as follows:
(i) the last reported sale price of the Common Stock of the Company on the NASDAQ National Market System
or, if no such rep