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Document Preview Change of Control Agreement |
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Title: |
Change of Control Agreement |
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Entities: |
Sun Microsystems, Inc.; Sun Microsystems Inc. |
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Date: |
2003 |
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Size: |
Preview shows 7KB of 21KB total |
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Price: |
$35 |
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ID: |
#165184 |
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, 2003
4150 Network Circle
Santa Clara, CA 95054
Dear :
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 you shall receive the severance benefits set forth in this letter agreement (Agreement) in the event your employment with the Company terminates subsequent to a Change of Control of the Company (as defined in Section 2(d) hereof) under the circumstances described below.
| 1. | Term of Agreement. This Agreement shall commence on the date hereof and shall continue in effect until the earlier of (i) the termination of your employment with the Company 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 Management Group) other than within twelve (12) months of a Change of Control; (iii) once the Company has satisfied 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 termination of employment (the Look-Back Period); |
| (ii) | 100% of the greatest On Target annual bonus 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. |
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