Chief Executive Officer Bonus Terms for FY08



 Exhibit 10.1 
 Chief Executive Officer Bonus Terms for FY08 Under the Section 162(m) 
 Executive Officer
Performance–Based Bonus Plan 
 Plan Objective 
 Sun’s Chief Executive Officer Bonus Terms for FY08 under its Section 162(m) Executive Officer Performance-Based Plan (the “Plan”) are designed to compensate the Chief Executive Officer (“CEO”) for contributions
to Sun during the Company’s fiscal year 2008. The Plan provides for quarterly cash compensation based on performance against the Plan measures. 
 Plan Year/Performance Periods 
 The Plan year is the Company’s fiscal year 2008. The performance periods are each of the
Company’s four fiscal quarters during that fiscal year. 
 Eligibility 
 These terms apply to the person serving as Sun’s CEO as of July 1, 2007. In order to receive a bonus payment with respect to any fiscal quarter, the participant must be serving as Sun’s CEO as of the
last business day of that fiscal quarter, except as provided below. 
 A participants who retires, becomes disabled, or dies during any fiscal quarter may
receive a prorated bonus for the period of time during the fiscal quarter that the participant provided services to Sun. A participant who leaves Sun prior to the end of a fiscal quarter for any other reason, including but not limited to a reduction
in force, voluntary resignation, or termination by Sun will be ineligible for a bonus payment with respect to that fiscal quarter and any subsequent fiscal quarter during the Company’s fiscal year 2008. 
 Bonus Target Percentage 
 A Participant’s bonus target
percentage under the Plan is 200% of the participant’s Eligible Wages for fiscal year 2008, as determined below (the “Bonus Target”). The Bonus Target is divided between the four fiscal quarters of fiscal year 2008 as follows (each, a
“Quarterly Bonus Target”): 
  

					
	 Fiscal Quarter
	  	 Percentage
	  	 Quarterly Bonus Target

	 FY 08 Q1
	  	10%	  	20%
	 FY 08 Q2
	  	25%	  	50%
	 FY 08 Q3
	  	25%	  	50%
	 FY 08 Q4
	  	40%	  	80%

 For example, for FY08 Q1, the Quarterly Bonus Target would be 200% multiplied by 10%, or 20% of Eligible Wages for
that quarter. 
 Payouts under the Plan are capped at 200% of the Bonus Target for fiscal year 2008. (Plan funding is capped at 200% of the target funding
amount.) 







 Chief Executive Officer Bonus Terms for FY08 Under the Section 162(m) 
 Executive Officer Performance–Based Bonus Plan 
 Company Performance Measures 
 The Plan is based on Company performance against the following measures (the “Company Performance
Measures”): 
  

	1.	Q1 FY08-quarterly Revenue (weighted 50%) and quarterly Operating Income (weighted 50%); 

  

	2.	Q2 FY08-quarterly Revenue (weighted 50%) and quarterly Operating Income (weighted 50%); 

  

	3.	Q3 FY08-quarterly Revenue (weighted 50%) and quarterly Operating Income (weighted 50%); 

  

	4.	Q4 FY08-quarterly Revenue (weighted 50%) and quarterly Operating Income (weighted 50%); 

 Additional funding may be allocated to the Q4 bonus payments if: 
  

	 	1.	Q4 financial performance on Revenue and Operating Income are at target, and, 

  

	 	2.	Company Annual Strategic Goals are met. 

 Company Performance
Measure Definitions 
 Revenue: For purposes of calculating the bonus accrual under the Plan, “Revenue” is defined as net
revenue as reported in the Company’s consolidated operations analysis. 
 Operating Income: For purposes of calculating the bonus accrual
under the Plan, “Operating Income” is defined as Operating Income, calculated on a GAAP basis, adjusted to exclude the impact of the following: 
  

	 	•	 	 Restructuring charges 


  

	 	•	 	 In process R & D charges 


  

	 	•	 	 Intangible impairment charges 


  

	 	•	 	 FY08 Bonus payments under the Plan 


  

	 	•	 	 Equity Based Compensation Expense 


 Company
Annual Strategic Goals for FY08 and Bonus Plan Funding Percentages 
 The Company Annual Strategic Goals for FY08 and the Bonus Plan Funding
Percentages are set forth in a schedule approved by the Leadership Development and Compensation Committee. 







 Chief Executive Officer Bonus Terms for FY08 Under the Section 162(m) 
 Executive Officer Performance–Based Bonus Plan 
 Measures for each quarter. The Bonus Plan Funding Percentage is determined for each fiscal quarter as follows: 
  

	 	1.	Q1-Q4 FY08: By funding based on actual performance against goals with respect to quarterly Revenue and quarterly Operating Income, each weighted equally; 


 

	 	2.	By evaluating each performance measure independently to determine the funding percentage for that measure; 

  

	 	3.	Additionally, with respect to Q4 FY08, there may be an additional bonus funding up to $20 million based on the Company Annual Strategic Goals, provided the Q4 Revenue and Q4
Operating Income goals are met. However, the total bonus funding is capped at 200% of at-target bonus funding. 

 Eligible Wages 

 Eligible Wages with respect to any fiscal quarter in fiscal year 2008 (“Eligible Wages”) shall be determined based upon the participant’s
annual base salary on the last day of such fiscal quarter (September 30, 2007 for FY08 Q1, December 31, 2007, for FY08 Q2, March 31, 2008 for FY08 Q3, and June 30, 2008 for FY08 Q4). 
 For example, for FY 08 Q2, assuming the participant’s annual base salary on December 31, 2007 was $1,000,000, the participant’s Eligible Wages would be
$1,000,000. 
 Eligible Wages exclude relocation allowances, expense reimbursements, tuition reimbursement, car/transportation allowances,
expatriate allowances, long-term disability payments, or other commissions and bonuses paid during each quarter of FY08. 
 Bonus Calculation

 Q1 - Q3 FY 08 
 The Participant’s quarterly
bonus payment for Q1- Q3 FY08 will be calculated as follows: 
  

	 	Quarterly	Bonus Target Percentage 

 x Bonus Plan
Funding Percentage 
 x Eligible Wages 
 = Actual Quarterly Bonus Payment 
 Example: In Q2, FY08, if the Company achieves 100% of Revenue goal and 100% of Operating Income goal, the actual quarterly bonus payment will be calculated as follows: 
  

							
	 Quarterly Bonus Target Percentage
	  		  	 	50	%
	 Bonus Plan Funding Percentage
	  	X	  	 	100	%
	 Eligible Wages
	  	X	  	$	1,000,000	 
	 Actual Quarterly Bonus Payment for Q2 FY08
	  		  	$	500,000	 








 Chief Executive Officer Bonus Terms for FY08 Under the Section 162(m) 
 Executive Officer Performance–Based Bonus Plan 
 Q4 FY08 
 The Participant’s quarterly bonus payment for Q4 FY08 will be calculated as follows: 
  

	 	Quarterly	Bonus Target Percentage 

 x Bonus Plan
Funding Percentage (Financial Measures plus Annual Strategic Goals, if applicable) 
 x Eligible Wages 
 = Actual Quarterly Bonus Payment 
 Example: In Q4 FY08, if the Company achieves 100% of its quarterly Operating Income goal and 100% of its Revenue goal, and 100% of the Annual Strategic Goals, actual quarterly bonus payment will be calculated as follows:

 Step One – Determine Bonus Plan Funding Percentage: 
  

							
	 Company Actual Performance for Q4 FY08
	  	 Percentage from
 Schedule
	 	 	Relative Weighting	 
	 Quarterly Revenue – 100%
	  	100	%	 	50	%
	 Quarterly Operating Income – 100%
	  	100	%	 	50	%
	 Annual Strategic Goals
	  	100	%	 	6	%
	 Bonus Plan Funding Percentage
	  			 	106	%

 Step Two – Determine actual quarterly bonus payment: 
  

							
	 Quarterly Bonus Target Percentage
	  		  	 	70	%
	 Bonus Plan Funding Percentage
	  	X	  	 	106	%
	 Eligible Wages
	  	X	  	$	1,000,000	 
	 Actual Quarterly Bonus Payment for Q4 FY08
	  		  	$	742,0000	 

 Bonus Payment 
 In the U.S., bonus awards are taxable income, and will generally be paid within two and one-half (2.5) months after the close of each fiscal quarter, in any case, within the qualifying Short-term Deferral Period pursuant to IRC
Section 409A. Bonuses are paid in accordance with local payroll schedules in countries outside the U.S. and subject to local and regional tax provisions. 
 Communication of Results 
 With respect to any particular fiscal quarter during fiscal year 2008, results will be communicated as soon
as administratively feasible after the Company’s quarterly financial results are publicly announced. 







 Chief Executive Officer Bonus Terms for FY08 Under the Section 162(m) 
 Executive Officer Performance–Based Bonus Plan 
 General Provisions and Plan Governance 
 This Plan is in all respects subject to the terms, definitions and provisions of Sun’s
Section 162(m) Executive Officer Performance-Based Bonus Plan, which is incorporated herein by reference.