SUN MICROSYSTEMS LTD
Severance Agreement With
This Agreement is hereby entered into by Sun Microsystems LTD, and its successor or successors (collectively referred to as
“Sun”) with Peter Ryan (“Executive”).
The Sun Microsystems LTD Severance Agreement With Peter Ryan (the “Agreement”) provides Notification Pay and
Severance Benefits if Executive’s employment terminates because of a Retirement, Mutual Agreement, Material Job Change,
Workforce Reduction, or Involuntary Termination. However, this Agreement does not provide benefits (i) if Executive
voluntarily terminates employment (other than Mutual Agreement or Material Job Change) prior to qualifying for Retirement,
(ii) if Executive is involuntarily terminated for Cause or (iii) if Executive is entitled to or has received payments under a change of
control agreement. Executive must sign, and not revoke, a Release and Waiver Agreement which releases all Sun entities
(“Release & Waiver”), in order to receive Severance Benefits.
The Agreement is intended to comply with Code § 409A of the Internal Revenue Code. The Agreement is also intended to
satisfy, where applicable, any obligations of Sun under the Federal Worker Adjustment and Retraining Notification (“WARN”)
Notification Pay and Severance Benefits
Under this Agreement, Executive is eligible to receive two types of Benefits: Notification Pay and Severance Benefits if
Executive’s employment terminates because of a Retirement, Mutual Agreement, Material Job Change, Workforce Reduction, or
Involuntary Termination and Executive meets the conditions for receiving the benefits under this Agreement.
You are entitled solely to the “Notification Pay” and “Severance Benefits” defined below and only if you meet the conditions
for receiving the benefits under this agreement. This Severance Agreement amends and replaces in its entirety the Section
entitled “NOTICE” in the Sun Microsystems LTD Written Statement of Terms and Conditions of Employment that you signed