Form of Change of Control Agreement - Chariman of The Board And Ceo

Exhibit 10.14

August 1, 2008

[name]

[address]

Dear [name]:

Sun Microsystems, Inc. (the " Company" ), considers it essential to the best interests of its stockholders to attract top executives and to foster the continuous employment of key management personnel. In this connection, the Board of Directors of the Company (the " Board" ) recognizes that the possibility of a change of control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.

The Board has determined that appropriate steps should be taken to ensure the continuity of management and to foster objectivity in the face of potentially disturbing circumstances arising from the possibility of a change of control of the Company, although no such change is now contemplated. In order to induce you to remain in the employ of the Company and in consideration of your further services to the Company, the Company agrees that effective as of [date] , you shall receive the severance benefits from the Company, set forth in this letter agreement (" Agreement" ) in the event you Separate from Service with the Company and all related entities (collectively, " Sun" ) subsequent to a Change of Control of the Company (as defined in Section 2(d) hereof) under the circumstances described below. This Agreement supersedes and replaces prior agreements and/or policies related to severance benefits payable to you following a Change of Control of the Company (including the letter agreement between you and the Company dated _______, 200_ as specified in Section 11 of such agreement).

1. Term of Agreement . This Agreement shall commence on the date hereof and shall continue in effect until the earlier of (i) your Separation from Service other than within twelve (12) months of a Change of Control; (ii) such time as you no longer are a Corporate Executive Officer of the Company (and thereby no longer a member of the ' Executive Leadership Team' ) other than within twelve (12) months of a Change of Control; (iii) the Company' s satisfaction of all of its obligations under this Agreement; or (iv) the execution of a written agreement between the Company and you terminating this Agreement.

2. Definitions . As used in this Agreement:

(a)" Annual Compensation" means the total of:

(i) one year of base salary, at the highest base salary rate that you were paid by the Company in the 12-month period prior to the date of your Separation from Service (the " Look-Back Period" );

(ii) 100% of the greatest On Target annual bonus target for which you were eligible within the Look-Back Period; and (iii) 100% of the greatest On Target Commission for which you were eligible within the Look-Back Period.


1 (b)" Beneficial Owner" has the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the " Exchange Act" ).

(c)" Cause" means (i) any act of personal dishonesty taken by you in connection with your responsibilities as an employee and intended to result in substantial personal enrichment to you; (ii) use, possession, sale, or distribution of illegal substances; (iii) your acknowledgment or conviction of, fraud or any crime in which the Board reasonably believes has or could have a material detrimental effect on the Company' s reputation or business; (iv) conduct endangering, or likely to endanger, the health or safety of another employee, or (v) falsifying or misrepresenting information on Company records.

(d)" Change of Control" of the Company means and includes each and all of the following occurrences: (i) The stockholders of the Company approve 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 an agreement for the sale or disposition by the Company of all or substantially all the Company' s assets.

(ii) The acquisition by any Person as Beneficial Owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company' s then outstanding voting securities.

(iii) A change in the composition of the Board as a result of which fewer than a majority of the directors are " Incumbent Directors." " Incumbent Directors" shall mean directors who either (A) are directors of the Company as of the date hereof or (B) are elected, or nominated for election, to the Board with the affirmative votes (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for election as a director without objection to such nomination) of at least three-quarters of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors of the Company).

Any other provision of this Section 2 notwithstanding, the term Change in Control shall not include either of the following events undertaken at the election of the Company: (x) Any transaction, the sole purpose of which is to change the state of the Company' s incorporation; or


2 (y) A transaction, the result of which is to sell all or substantially all of the assets of the Company to another corporation (the " surviving corporation" ); provided that the surviving corporation is owned directly or indirectly by the stockholders of the Company immediately following such transaction in substantially the same proportions as their ownership of the Company' s Common Stock immediately preceding such transaction; and provided, further, that the surviving corporation expressly assumes this Agreement.

(e)" Code" means the Internal Revenue Code of 1986, as amended.

(f)" Company" means Sun Microsystems, Inc., a Delaware corporation, and any successor as provided in Section 8 hereof. (g)" Disability" means that, at the time you Separate from Service, you have been unable to perform the duties of your position for a period of 180 consecutive days as the result of your incapacity due to physical or mental illness.

(h)" Good Reason" means the occurrence of one of the following without your express written consent (i) a significant reduction of your duties, position or responsibilities, or your removal from such position and responsibilities, unless you are offered a comparable position (i.e., a position of equal or greater organizational level, duties, authority, compensation, title and status); (ii) a reduction by the Company in your base compensation (base salary and target bonus) as in effect immediately prior to such r ...