SMX Staff Executive Officer Bonus Terms for FY06




 Exhibit 10.4 
 SMX Staff Executive Officer Bonus Terms for FY06 Under the 
 Section 162(m) Executive Officer
Performance-Based Bonus Plan 
  

 Plan Objective 
  
 Sun’s SMX Staff Executive Officer Bonus Terms for FY06 under its Section 162(m) Executive Officer Performance-Based Bonus Plan
(the “Plan”) are designed to compensate Executive Officers who are SMX Staff members, other than the Chief Executive Officer (“SMX Staff”) for contributions to Sun during the fiscal year. The Plan provides for quarterly cash
compensation based on performance against the Plan measures. 
  
 Plan
Year/Performance Periods 
  
 The Plan year is Sun’s fiscal year
2006. The Performance Periods (as such term is defined in the Plan) are each of Sun’s four fiscal quarters during that fiscal year. 
  
 Eligibility 
  
 These terms apply to persons serving as members of Sun’s SMX Staff as of July 1, 2005. In order to receive a bonus payment with respect to any fiscal quarter, the participant must be serving as a member of
Sun’s SMX Staff as of the last day of that fiscal quarter, except as provided below. 
  
 A participant 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 fiscal year 2006. 
  
 Bonus Target

  
 The bonus target under the Plan for members of SMX Staff is 90% of
the participant’s Eligible Wages for fiscal year 2006, as determined below (the “Bonus Target”). The Bonus Target is divided between the four fiscal quarters of fiscal year 2006 as follows (each, a “Quarterly Bonus Target”):

  

							
	 Fiscal Quarter

	  	Percentage

	 	 	Quarterly Bonus Target

	 
	 FY06 Q1
	  	10	%	 	9	%
	 FY06 Q2
	  	25	%	 	22.5	%
	 FY06 Q3
	  	25	%	 	22.5	%
	 FY06 Q4
	  	40	%	 	36	%

  
 For example, for FY06 Q1, the
Quarterly Bonus Target would be 90% multiplied by 10%, or 9% of Eligible Wages for that quarter. 
  
 Payouts under the Plan are capped at the lesser of 300% of the Bonus Target or $7.5 million for fiscal year 2006. 
  
 Eligible Wages 
  
 Eligible Wages with respect to any fiscal quarter in fiscal year 2006 (“Eligible Wages”) shall be determined based upon the
participant’s annual base salary on the last day of such fiscal quarter (September 25, 2005 for FY06 Q1, December 25, 2005 for FY 06 Q2, March 26, 2006 for FY06 Q3, and June 30, 2006 for FY06 Q4). 
  

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 SMX Staff Executive Officer Bonus Terms for FY06 Under the 
 Section 162(m) Executive Officer Performance-Based Bonus Plan 
  

 For example, for FY06 Q2, assuming the participant’s annual base salary on December 25, 2005 was $400,000,
the participant’s Eligible Wages would be $400,000. 
  
 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 FY06. 
  
 Company Performance Measures 
  
 The Plan is based on performance against the following
measures: 
  
 1. FY06 Q1- quarterly Operating
Income; 
  
 2. FY06 Q2 - quarterly Operating
Income; 
  
 3. FY06 Q3 – quarterly Operating
Income; and 
  
 4. FY06 Q4- quarterly Operating
Income, annual Free Cash Flow, and annual Revenue. 
  
 For FY06 Q4, quarterly
Operating Income, annual Free Cash Flow, and annual Revenue are relatively weighted as follows: 50%, 25% and 25%. 
  
 Operating Income: “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 

  

	 	•	 	Stock compensation expense 

  

	 	•	 	FY06 bonus accrual 

  
 Free Cash Flow: “Free Cash Flow” is defined as Cash Flow from Operations, calculated on a GAAP basis, less expenditures on Capital and Spares, adjusted to exclude cash flow associated with:

  

	 	•	 	Restructuring activity 

  

	 	•	 	Real estate transactions 

  
 Revenue: “Revenue” is defined as net revenue as reported in Sun’s consolidated operations analysis. 
  
 Bonus Plan Funding Percentage 
  
 Attached hereto is a schedule (the “Schedule”), which provides percentages based
upon Sun’s actual performance against the Company’s goal(s) with respect to the Company Performance Measures for each quarter. The Bonus Plan Funding Percentage is determined for each fiscal quarter as follows: 
  
 1. With respect to the first three fiscal quarters: By referring to the Schedule, which
provides a percentage based on Sun’s actual performance against its goal with respect to quarterly Operating Income. 
  

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 SMX Staff Executive Officer Bonus Terms for FY06 Under the 
 Section 162(m) Executive Officer Performance-Based Bonus Plan 
  

 2. With respect to the fourth fiscal quarter: By referral to the Schedule, which provides percentages based on
Sun’s actual performance against its goals with respect to quarterly Operating Income, annual Free Cash Flow and annual Revenue and then relatively weighting these percentages as described above under the heading “Company Performance
Measures.” 
  
 With respect to each fiscal
quarter, this percentage is referred to as the “Bonus Plan Funding Percentage”. 
  
 Bonus Calculation 
  
 The participant’s quarterly bonus payment for each fiscal quarter of fiscal year 2006 will be calculated as follows: 
  
    Quarterly Bonus Target 
 x
Bonus Plan Funding Percentage 
 x Eligible Wages 
 = Actual Quarterly Bonus Payment* 
  

	 	1	Example: In FY06 Q2, if Sun achieves 100% of its Operating Income goal, the participant’s actual quarterly bonus payment will be calculated as follows:


  

							
	 Quarterly Bonus Target
	  	 	  	 	22.5	%
	 Bonus Plan Funding Percentage
	  	X	  	 	100	%
	 Eligible Wages
	  	X	  	$	400,000	 
	 Actual Quarterly Bonus Payment for FY06 Q2*
	  	 	  	$	90,000	 

  

	 	2	Example: In FY06 Q4, if Sun achieves 100% of its quarterly Operating Income goal, 70% of its annual Free Cash Flow goal, and 90% of its Revenue goal, the actual
participant’s quarterly bonus payment will be calculated as follows: 

  
 Step One – Determine Bonus Plan Funding Percentage: 
  

							
	 Company Actual Performance for FY06 Q4

	  	Percentage from
Schedule

	 	 	Relative Weighting

	 
	 Quarterly Operating Income – 100%
	  	100	%	 	50	%
	 Annual Free Cash Flow – 70%
	  	70	%	 	25	%
	 Annual Revenue – 90%
	  	90	%	 	25	%
	 Bonus Plan Funding Percentage
	  	 	 	 	90	%

  

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 SMX Staff Executive Officer Bonus Terms for FY06 Under the 
 Section 162(m) Executive Officer Performance-Based Bonus Plan 
  

 Step Two – Determine actual quarterly bonus payment: 
  

							
	 Quarterly Bonus Target
	  	 	  	 	36	%
	 Bonus Plan Funding Percentage
	  	X	  	 	90	%
	 Eligible Wages
	  	X	  	$	400,000	 
	 Actual Quarterly Bonus Payment for FY06 Q4*
	  	 	  	$	129,600	 



	*	Before applicable taxes and other withholdings, if any. 

  
 Bonus Payment 
  
 In the U.S., bonus awards are taxable income, and should be paid within two and one-half months after the close of each fiscal quarter. 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 2006, results will be communicated as soon as possible after Sun’s quarterly financial results are publicly announced. 
  
 General 
  
 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. 
  

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