**Exhibit 10.1**

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

***Plan Objective***

Sun’s Chief Executive OfficerBonus Terms for FY07 under its Section 162(m) Executive Officer Performance-BasedBonus Plan (the “Plan”) are designed to compensate the Chief Executive Officer(“CEO”) for contributions to Sun during the fiscal year.  The Plan provides for quarterly cashcompensation based on performance against the Plan measures.

 

***Plan Year/Performance Periods***

The Plan year is the Company’sfiscal year 2007.  The performanceperiods are each of the Company’s four fiscal quarters during that fiscal year.

 

***Eligibility***

These terms apply to theperson serving as Sun’s CEO as of July 1, 2006. 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 day of that fiscalquarter, 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, includingbut not limited to a reduction in force, voluntary resignation, or terminationby Sun, will be ineligible for a bonus payment with respect to that fiscalquarter and any subsequent fiscal quarter during fiscal year 2007.

 

***Bonus Target***

The participant’s bonus targetunder the Plan is 200% of the participant’s Eligible Wages for fiscal year2007, as determined below (the “Bonus Target”). The Bonus Target is divided between the four fiscal quarters of fiscalyear 2006 as follows (each, a “Quarterly Bonus Target”):

| **Fiscal Quarter** | ** ** | **Percentage** | ** ** | **Quarterly Bonus Target** |
|--------------------|------------|----------------|------------|----------------------------|
| FY07 Q1            |       | 15%            |       | 30%                        |
| FY07 Q2            |       | 25%            |       | 50%                        |
| FY07 Q3            |       | 25%            |       | 50%                        |
| FY07 Q4            |       | 35%            |       | 70%                        |

 

For example, for FY07 Q1, the Quarterly Bonus Target would be 200%multiplied by 15%, or 30% of Eligible Wages for that quarter.

Payouts under the Plan are capped at 270% of the Bonus Target for fiscalyear 2007.  (Plan funding is capped at200% of the target funding amount; in addition, for the Q4 payment, individualperformance can adjust the funded Q4 payment from 0% to 200%.)

 

***Company Performance 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%);

1

----

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.

 

***Company Performance MeasureDefinitions***

**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.

 

***Individual Performance***

Q4 FY07 bonus calculation willinclude a percentage multiplier based upon the Participant’s annual performance(the “Individual Performance Percentage”.) The participant can receive 0-200%of their bonus target based on achievement of documented individual objectives.

 

***Eligible Wages***

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

2

----

For example, for FY07 Q2,assuming the participant’s annual base salary on December 31, 2006 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 duringeach quarter of FY07.*

 

***Bonus Calculation***

**Q1 - Q3 FY07**

The Participant’s quarterlybonus payment for Q1- Q3 FY07 will be calculated as follows:

|   |   | 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:

| Quarterly Bonus Target Percentage           |   |   |   | 50     | %       |
|---------------------------------------------|--------|--------|--------|--------|---------|
| Bonus Plan Funding Percentage               |   | X      |   | 100    | %       |
| Eligible Wages                              |   |   | X      |   | $       | 1,000,000 |   |
| Actual  Quarterly Bonus Payment for Q2 FY07 |   |   |   | $      | 500,000 |   |
|                                             |        |        |        |        |         |  |  |

 

**Q4 FY07**

The Participant’s quarterlybonus payment for Q4 FY07 will be calculated as follows:

|   |   | 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 BonusPlan Funding Percentage:

3

----

 

| 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 actualquarterly bonus payment:

 

| Quarterly Bonus Target Percentage           |   |   |   | 70  | %         |
|---------------------------------------------|--------|--------|--------|-----|-----------|
| Bonus Plan Funding Percentage               |   | X      |   | 106 | %         |
| Individual Performance Percentage           |   | X      |   | 125 | %         |
| Eligible Wages                              |   | X      |   | $   | 1,000,000 |   |
| Actual  Quarterly Bonus Payment for Q4 FY07 |   |   |   | $   | 927,500   |   |

 

***Bonus Payment***

In the U.S., bonus awards aretaxable income, and will generally be paid within 2 and half months after theclose of each fiscal quarter. Bonuses are paid in accordance with local payrollschedules in countries outside the U.S and subject to local and regional taxprovisions.

***Communication of 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.

***General Provisions and PlanGovernance***

This Plan is in all respectssubject to the terms, definitions and provisions of Sun’s Section 162(m)Executive Officer Performance-Based Bonus Plan, which is incorporated herein byreference.

 

4

----