Exhibit 10.1
SUN MICROSYSTEMS,
INC.
AMENDMENT TO CHANGE OF CONTROL
AGREEMENT
This Amendment to the Change of
Control Agreement (the “Amendment”) is made effective
as of the last date signed below, by and between Sun Microsystems,
Inc. (the “Company”), and [
] (the “Executive”).
RECITALS
WHEREAS , the Company and Executive entered into that
certain Change of Control Agreement dated January 1, 2009 (the
“Agreement”).
WHEREAS , the Company and Executive desire to amend the
Agreement to amend the definition of Change of Control.
NOW, THEREFORE
, the Company and Executive agree
that in consideration of the foregoing and the promises and
covenants contained herein, the parties agree as
follows:
AGREEMENT
1. Definition of Change of
Control . Section 2(d)(i) of the Agreement is hereby
amended in its entirety to read as follows:
(i) The closing of a merger or
consolidation of the Company with any other corporation, other than
a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity or
its parent company) more than fifty percent (50%) of the total
voting power represented by the voting securities of the Company or
such surviving entity, or its parent company, outstanding
immediately after such merger or consolidation, or the stockholders
of the Company approve a plan of complete liquidation of the
Company, or the closing of the sale or disposition by the Company
of all or substantially all of the Company’s
assets.
2. Full Force and Effect . To
the extent not expressly amended hereby, the Agreement shall remain
in full force and effect.
3. Entire Agreement . This
Amendment and the Agreement constitute the full and entire
understanding and agreement bet
