SUN MICROSYSTEMS, INC. 2007 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT

Vesting Date

Number of RSUs that vest, as

a fraction of the number of

RSUs granted

The one-year anniversary of the Vesting Start Date

20%

The two-year anniversary of the Vesting Start Date

20%

The three-year anniversary of the Vesting Start Date

20%

The four-year anniversary of the Vesting Start Date

20%

The five-year anniversary of the Vesting Start Date

20%

RSU Transferability

This grant is an award of RSUs in the number of units set forth on the first page of this Award Agreement, subject to the vesting conditions described in this Award Agreement. Your RSUs may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the RSUs be made subject to execution, attachment or similar process.

Definitions

Capitalized terms used but not defined in this Award Agreement are defined in the Plan, and have the meanings set forth in the Plan.

Vesting

Your RSUs vest as to the number of units indicated in the Vesting Schedule and on the Vesting Dates shown on the first page of this Award Agreement, provided you are in Service on each of the Vesting Dates and meet the applicable vesting requirements set forth in this Award Agreement. Except as specifically provided in this Award Agreement, or as may be provided in other agreements between you and Sun, no additional RSUs will vest after your Service has terminated for any reason.

Share Delivery Pursuant to Vested RSUs

Shares of Stock underlying vested RSUs will be delivered to you by Sun as soon as practicable following the applicable Vesting Dates, but in no event beyond 2  ¹ / 2 months after the end of the calendar year in which the shares otherwise would have been delivered. The purchase price for the vested shares of Stock is considered paid by your services to Sun.

Forfeiture of Unvested RSUs

Except as specifically provided in this Award Agreement, or as may be provided in other agreements between you and Sun, no additional RSUs will vest after your Service has terminated for any reason. In the event that your Service terminates for any reason, you will forfeit to Sun all of the RSUs that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed.

Death

If your Service terminates because of your death, the RSUs granted under this Award Agreement will automatically vest as to the number of RSUs that would have vested if you had remained in Service for the twelve-month period immediately following your death.

Disability

If your Service terminates because of your Disability, the RSUs granted under this Award Agreement will automatically vest as to the number of RSUs that would have vested if you had remained in Service for the twelve-month period immediately following your Disability.

Termination For Cause

If your Service is terminated for Cause, then you shall immediately forfeit all your rights to the RSUs granted under this Award Agreement.

Withholding Taxes

Regardless of any action Sun takes with respect to any income tax, social insurance, payroll tax, payment on account or other tax-related withholding with respect to this Award Agreement ("Tax-Related Items"), you acknowledge that the ultimate liability for all Tax-Related Items is your responsibility and that Sun:

•        is not making any representations and is not committing to take any actions regarding any Tax-Related Items, including, but not limited to, the grant of the RSUs, the vesting of the RSUs, the delivery of shares of Stock upon vesting of the RSUs, the subsequent sale of shares of Stock acquired upon vesting of the RSUs, and the receipt of any dividends; and

•        does not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items.

Before any Tax-Related Items become due, you will pay or make adequate arrangements satisfactory to Sun to satisfy those Tax-Related Items. If permissible under local law, you authorize Sun to withhold all applicable Tax-Related Items legally payable by you by one or a combination of the following:

•        withholding from cash compensation paid to you by Sun;

•        withholding proceeds from the sale of shares of Stock acquired upon vesting of the RSUs;

•        arranging for the sale of shares of Stock acquired upon vesting of the RSUs; and/or

•        withholding shares of Stock otherwise deliverable to you, provided that Sun only withholds the number of shares of Stock necessary to satisfy the minimum withholding amount or such other amount as determined by Sun not to result in negative accounting consequences, rounding up to the nearest whole share of Stock.

If the obligation for Tax-Related Items is satisfied by withholding a number of shares of Stock as described herein, you will be deemed to have been issued the full number of shares of Stock to which you are entitled pursuant to the vesting of the RSUs even though a portion of those shares of Stock will be withheld for the purpose of satisfying the Tax-Related Items.

Further, if you have relocated to a different jurisdiction between the date of grant and the date of any taxable event, you acknowledge that Sun may be required