SUN MICROSYSTEMS, INC. U.S. VICE PRESIDENT SEVERANCE PLAN

      SUN MICROSYSTEMS, INC. U.S. VICE PRESIDENT SEVERANCE PLAN

The Sun Microsystems, Inc. U.S. Vice President Severance Plan (the "Plan") provides Severance Benefits if your employment terminates because of a Workforce Reduction, Involuntary Termination, Retirement or Mutual Agreement (see Definitions section). This Plan was originally adopted effective July 1, 2005. It was restated effective November 1, 2005 and May 1, 2006. It is now restated again effective January 1, 2009. In this document "Sun" means Sun Microsystems, Inc., its subsidiaries and its successor or successors.

The Plan is intended to comply with Section 409A of the Internal Revenue Code and from its original effective date through December 31, 2008, the Plan has been operated in accordance with a good faith, reasonable interpretation of Section 409A of the Internal Revenue Code.

The Plan is an unfunded welfare benefit plan maintained by Sun for the purpose of providing benefits for a select group of management or highly compensated employees. This document constitutes the official plan document under ERISA.

Under this Plan, you are eligible to receive Severance Benefits.

"Severance Benefits" consist of a lump sum Severance Payment, payment of COBRA Premiums (if eligible), and Employment Transition Services (Employment Transition Services are not provided in the case of Retirement). You will not receive Severance Benefits if you do not sign a Release and Waiver Agreement (other than Employment Transition Services), or if you sign a Release and Waiver Agreement but revoke it within the applicable revocation period.

The amount of Severance Benefits available to you depends on whether you are a member of Sun's Executive Leadership Team (“ELT”) or a Vice President who is not a member of the ELT.

You are an Eligible Employee under the Plan if you are:

· Not considered by Sun to be a Contingent Worker (includes independent contractor, consultant or vendor) as defined in Sun's Headcount Policy (HR209).

If Sun has not classified you as an employee on the date your service with Sun is terminated and, for that reason, has not withheld employment taxes with respect to you, and you are later determined retroactively to have been a common-law employee of Sun, whether by Sun, a governmental agency or a court, you will nevertheless be ineligible to receive Plan benefits.

Conditions For Receiving Plan Benefits

You will receive Plan benefits if you are an Eligible Employee and meet all of the following conditions:

Conditions Under Which You Will Not Receive Plan Benefits

Even if you are an Eligible Employee, you will not receive Plan benefits if any of the following apply:

For purposes of this Plan, a "Temporary Job Assignment" is a job as a Sun employee that is not expected to last more than two years at the time it is offered to you and which is offered to you after you receive a Termination Letter but prior to your employment termination. If you accept a job which, at the time it is offered to you, is expected to last more than two years, you will be treated as a regular Sun employee and will not receive Plan benefits in connection with the Workforce Reduction, Involuntary Termination, Retirement or Mutual Agreement that occurred immediately prior to your acceptance of your new job at Sun.

While you are on a Temporary Job Assignment you will not receive Plan benefits. However, at the end of the Temporary Job Assignment, provided you meet the conditions of the Plan, you will receive Plan benefits in accordance with the terms of the Plan in effect as of the date of the Termination Letter.

If you accept a Temporary Job Assignment and it has not ended after two years, you will be treated as if you are in a regular position and will not be eligible for Plan benefits unless and until the new job is part of a Workforce Reduction or you terminate employment as a result of Involuntary Termination, Retirement or Mutual Agreement. In other words, you will not receive Plan benefits in connection with the Workforce Reduction, Involuntary Termination, Retirement or Mutual Agreement that occurred immediately prior to your acceptance of your new job at Sun.

Additional eligibility requirements apply if your job is eliminated due to outsourcing. Outsourcing is the transfer of work, a function, a group or an organization at Sun to a vendor The vendor (the "Outsourcing Service Provider" ) may seek to hire Sun employees who were previously performing that function or who were members of the group being outsourced.

If your position is outsourced, you will be able to receive Plan benefits, but only if all the following apply:

You will be ineligible to receive Plan benefits if:

· You receive an offer of a Comparable Outsource Job, which is Regular Employment. A "Comparable Outsource Job" is a job at the Outsourcing Service Provider for which you are qualified, providing the same level of base pay or higher as your Sun job, and which is not anticipated, pursuant to the outsourcing agreement between Sun and the Outsourcing Service Provider, to require you to relocate to a job location more than 50 miles away from your Sun job location within the first 12 months of your employment with the Outsourcing Service Provider. For purposes of the Plan, if you participate in the OpenWork program, Sun job location means your home if you are a home assigned employee or the location of your mailstop if you are a flexible employee. If you work from home or a flexible office based on any arrangement outside of the OpenWork program, your Sun mailstop is your job location. For purposes of the Plan, “Regular Employment” is employment with the Outsourcing Service Provider that is on the same terms and conditions as those provided to their other employees and that is anticipated to be ongoing for an indefinite period. If you are currently working part-time for Sun and you are offered a full-time job by the Outsourcing Service Provider or you are offered a job by the Outsourcing Service Provider that is outside the outsourcing agreement between the Outsourcing Service Provider and Sun (i.e., your job would not support Sun), you will not be considered to have received an offer of a Comparable Outsource Job, which is Regular Employment.

· You accept an offer of a Comparable Outsource Job, which is Short-Term Employment (for purposes of the Plan, Short-Term Employment is employment with the Outsourcing Service Provider that is anticipated, at the time of the job offer, to last less than 12 months), with the Outsourcing Service Provider and the outsourcing agreement between the Outsourcing Service Provider and Sun provides that severance benefits equivalent to the severance benefits under this Plan will be paid by the Outsourcing Service Provider, or· You meet any of the Conditions Under Which You Will Not Receive Plan Benefits (described above).

Additional eligibility requirements apply if your job is eliminated due to a divestiture. A divestiture is the sale, lease, license or transfer of a product, business or technology owned by Sun by way of merger, sale of assets, license with rights equivalent to ownership or other sales transaction to another company, person or other entity (the "Buyer" ) as determined by Sun's Business Development Group in its sole discretion. The Buyer may seek to hire Sun employees who were previously performing work related to that business, technology or product line.

If your position is eliminated due to a divestiture, you will be able to receive Plan benefits, but only if all the following apply:

You will be ineligible to receive Plan benefits if:

· You receive an offer of a Comparable Divestiture Job, which is Regular Employment. A "Comparable Divestiture Job" is a job at the Buyer for which you are qualified, providing the same level of base pay or higher as your Sun job, and which is not anticipated, pursuant to the agreement between Sun and the Buyer, to require you to relocate to a job location more than 50 miles away from your Sun job location within the first 12 months of your employment with the Buyer. For purposes of the Plan, if you participate in the OpenWork program, Sun job location means your home if you are a home assigned employee or the location of your mailstop if you are a flexible employee. If you work from home or a flexible office based on any arrangement outside of the OpenWork program, your Sun mailstop is your job location. For purposes of the Plan, “Regular Employment” is employment with the Buyer that is on the same terms and conditions as those provided to their other employees and that is anticipated to be ongoing for an indefinite period. If you are currently working part-time for Sun and you are offered a full-time job by the Buyer, you will not be considered to have received an offer of a Comparable Divestiture Job, which is Regular Employment,· You accept an offer of a Comparable Divestiture Job, which is Short-Term Employment (for purposes of the Plan, Short-Term Employment is employment with the Buyer that is anticipated, at the time of the job offer, to last less than 12 months), with the Buyer and the agreement between the Buyer and Sun provides that severance benefits equivalent to the severance benefits under this Plan will be paid by the Buyer, or

· You meet any of the Conditions Under Which You Will Not Receive Plan Benefits (described above).

Under the Plan, you may choose to sign a Release and Waiver Agreement in order to receive Severance Benefits (other than Employment Transition Services). You will have 45 calendar days after your employment termination date to sign the Agreement. If you do not sign and return to Sun a Release and Waiver Agreement within 45 calendar days after your employment termination date or you subsequently revoke the Agreement during the applicable revocation period, you will not be eligible to receive the Severance Payment and the payment of COBRA Premiums described below. You may NOT sign the Release and Waiver Agreement prior to your employment termination date.