**Exhibit10.2**

**Executive Officer Bonus Termsfor FY07 Under the**Section 162(m) ExecutiveOfficer Performance-Based Bonus Plan

***PlanObjective***

Sun’sExecutive Officer Bonus Terms for FY07 under its Section 162(m) ExecutiveOfficer Performance-Based Bonus Plan (the “Plan”) are designed to compensateExecutive Officers, other than the Chief Executive Officer, for contributionsto Sun during the fiscal year.  The Planprovides for quarterly cash compensation based on performance against the Planmeasures.

 

***PlanYear/Performance Periods***

The Plan yearis the Company’s fiscal year 2007.  The performance periods areeach of the Company’s four fiscal quarters during that fiscal year.

 

***Eligibility***

Theseterms apply to persons serving as Executive Officers, other than the ChiefExecutive Officer, as of July 1, 2006. In order to receive a bonus payment with respect to any fiscal quarter,the participant must be serving as an Executive Officer as of the last day ofthat fiscal quarter, except as provided below.

A participant who retires,becomes disabled, or dies during any fiscal quarter may receive a proratedbonus for the period of time during the fiscal quarter that the participantprovided services to Sun.  A participantwho 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, ortermination by Sun, will be ineligible for a bonus payment with respect to thatfiscal quarter and any subsequent fiscal quarter during fiscal year 2007.

 

***BonusTarget***

Theannual bonus targets under the Plan for Executive Officers, other than theChief Executive Officer, range from 45% to 100% (as approved for eachindividual based on their role) of the participant’s Eligible Wages for fiscalyear 2007, as determined below (the “Bonus Targets”).  The Bonus Targets are divided between thefour fiscal quarters of fiscal year 2007 as follows (each, a “Quarterly BonusTarget”):

| **Fiscal Quarter** | ** ** | **Percentage** | ** ** | **Quarterly Bonus Target** |
|--------------------|------------|----------------|------------|----------------------------|
| FY07 Q1            |       | 15%            |       | 6.75%  to 15%              |
| FY07 Q2            |       | 25%            |       | 11.25%  to 25%             |
| FY07 Q3            |       | 25%            |       | 11.25%  to 25%             |
| FY07 Q4            |       | 35%            |       | 15.75%  to 35%             |

 

For example, for FY07 Q1, for an individual with an annual Bonus Targetof 45%, the target would be multiplied by 15%, resulting in a bonus target of6.75% of Eligible Wages for that quarter.

Plan funding is capped at 200% of the target funding amount; inaddition, for the Q4 payment, individual performance can adjust the funded Q4payment from 0% to 200%.

 

***CompanyPerformance Measures***

The Plan is based on Company performance against the following measures(the “Company Performance Measures”):

1.               Q1 FY07-quarterly Operating Income (weighted50%) and quarterly Revenue (weighted 50%);

2.               Q2 FY07-quarterly Operating Income (weighted50%) and quarterly Revenue (weighted 50%);

3.               Q3 FY07-quarterly Operating Income (weighted50%) and quarterly Revenue (weighted 50%);

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4.               Q4 FY07-quarterly Operating Income (weighted50%) and quarterly Revenue (weighted 50%);

Additional funding maybe be allocated to the Q4bonus payments if:

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

2.               Corporate annual goals for Solarisadoption/conversion are met.

 

***CompanyPerformance Measure Definitions***

**Operating Income:** For purposes of calculating the bonus accrual under the Plan, “OperatingIncome” is defined as Operating Income, calculated on a GAAP basis, adjusted toexclude the impact of the following:

·             Restructuringcharges

·             In process R& D charges

·             Intangibleimpairment charges

·             StockCompensation Expense

·             FY07 BonusAccrual

·             Equity BasedCompensation Expense

**Revenue:******For purposes of calculating the bonus accrual underthe Plan, “Revenue” is defined as net revenue as reported in the Company’sconsolidated operations analysis.

 

***BonusPlan Funding Percentage***

The Company uses a schedule (the “Quarterly BonusFunding Schedule”), which provides percentages based upon the Company’s actualperformance against the Company’s goal(s) with respect to the CompanyPerformance Measures for each quarter. The Bonus Plan Funding Percentage isdetermined for each fiscal quarter as follows:

1.               Q1-Q4 FY07: Funding based on actual performanceagainst goals with respect to quarterly Operating Income and quarterly Revenue,weighted equally;

2.               Evaluating and funding each performance measureindependently;

3.               Additionally, with respect to Q4 FY07, theremaybe additional bonus funding based on the Corporate Solaris Goal, providingup to an additional 6% of the bonus pool if the Q4 Revenue goal, Q4 OperatingIncome and Corporate Solaris adoption/conversion annual goals are met.

 

***IndividualPerformance***

Q4 FY07 bonuscalculation will include a percentage multiplier based upon the Participant’sannual performance (the “Individual Performance Percentage”.) The participantcan receive 0-200% of their bonus target based on achievement of documentedindividual objectives.

 

***EligibleWages***

Eligible Wages with respect to any fiscal quarter in fiscal year 2007 (“EligibleWages”) shall be determined based upon the participant’s annual base salary on thelast day of such fiscal quarter (October 1, 2006 for FY07 Q1, December 31, 2006for FY07 Q2, April 1, 2007 for FY07 Q3, and June 30, 2007 for FY07 Q4).

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For example, for FY07 Q2, assuming the participant’s annual base salaryon December 31, 2006 was $200,000, the participant’s Eligible Wages would be$200,000.

*EligibleWages exclude relocation allowances, expense reimbursements, tuitionreimbursement, car/transportation allowances, expatriate allowances, long-termdisability payments, or other commissions and bonuses paid during each quarterof FY07.*

 

***BonusCalculation***

**Q1 - Q3 FY07**

TheParticipant’s quarterly bonus payment for Q1- Q3 FY07 will be calculated asfollows:

|   |   | Quarterly Bonus Target  Percentage |   |
|---|--------|------------------------------------|--------|
| x |   | Bonus Plan Funding  Percentage     |   |
| x |   | Eligible Wages                     |   |   |
| = |   | Actual Quarterly Bonus Payment     |   |
|   |        |                                    |        |  |

 

***Example:***  In Q2, FY07, if the Company achieves 100% of Operating Income goal and 100% ofRevenue goal, the actual quarterly bonus payment will be calculated as follows:(assumes a 45% annual bonus target)

| Quarterly Bonus Target Percentage           |   |   |   | 11.25   | %        |
|---------------------------------------------|--------|--------|--------|---------|----------|
| Bonus Plan Funding Percentage               |   | X      |   | 100     | %        |
| Eligible Wages                              |   |   | X      |    | $200,000 |   |
| Actual  Quarterly Bonus Payment for Q2 FY07 |   |   |   | $22,500 |     |
|                                             |        |        |        |         |          |  |

 

**Q4 FY07**

TheParticipant’s quarterly bonus payment for Q4 FY07 will be calculated asfollows:

|   |   | Quarterly Bonus Target  Percentage                                                            |   |
|---|--------|-----------------------------------------------------------------------------------------------|--------|
| x |   | Bonus Plan Funding  Percentage (Financial Measures and Corporate Solaris Goal, if applicable) |   |
| x |   | Individual Performance  Percentage                                                            |   |
| x |   | Eligible Wages                                                                                |   |   |
| = |   | Actual Quarterly Bonus Payment                                                                |   |
|   |        |                                                                                               |        |  |

 

***Example:*******In Q4 FY07,  ifthe Company achieves 100% of its quarterly Operating Income goal and 100% ofits Revenue goal, and 100% of the Corporate Solaris goal, actual quarterlybonus payment with an Individual Performance Percentage of 125% will becalculated as follows:

Step One — Determine Bonus Plan Funding Percentage:

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| Company Actual Performance for Q4 FY07 | ** ** | **Percentage from  Schedule** | ** ** | **Relative Weighting** | ** ** |
|-----------------------------------------------------------------|------------|------------------------------------|------------|-----------------------------|------------|
| Quarterly Operating Income — 100%                          |       | 100%                               |       | 50                          | %          |
| Quarterly Revenue — 100%                                   |       | 100%                               |       | 50                          | %          |
| Solaris Goal                                                    |       | 100%                               |       | 6                           | %          |
| Bonus  Plan Funding Percentage                                  |       |                               |       | 106                         | %          |

 

Step Two — Determine actual quarterly bonus payment:

 

| Quarterly Bonus Target Percentage           |   |   |   | 15.75    | %      |
|---------------------------------------------|--------|--------|--------|----------|--------|
| Bonus Plan Funding Percentage               |   | X      |   | 106      | %      |
| Individual Performance Percentage           |   | X      |   | 125      | %      |
| Eligible Wages                              |   | X      |   | $200,000 |   |
| Actual  Quarterly Bonus Payment for Q4 FY07 |   |   |   | $41,737  |   |

 

 

***BonusPayment***

In the U.S., bonus awards are taxable income, and will generally be paidwithin 2 and half months after the close of each fiscal quarter. Bonuses arepaid in accordance with local payroll schedules in countries outside the U.Sand subject to local and regional tax provisions.

 

***Communicationof Results***

With respect to any particular fiscal quarter during fiscal year 2007,results will be communicated as soon as possible after the Company’s quarterlyfinancial results are publicly announced.

 

***GeneralProvisions and Plan Governance***

This Plan is in all respects subject to the terms, definitions andprovisions of Sun’s Section 162(m) Executive Officer Performance-Based BonusPlan, which is incorporated herein by reference.

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