8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1, 2009

Sun Microsystems, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-15086	94-2805249
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4150 Network Circle Santa Clara, California	95054-1778
(Address of Principal Executive Offices)	(Zip Code)

(650) 960-1300

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) Amendment to Change of Control Agreement.

On April 28, 2009, the Board of Directors (the “Board”) of Sun Microsystems, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s Change of Control Agreement entered into on January 1, 2009, with each of the Company’s Named Executive Officers and Chairman of the Board (the “Agreement”). Pursuant to the Amendment, Section 2(d)(i) of the Agreement shall be amended and restated in its entirety to modify the definition of “change of control” to occur upon the closing of a merger of the Company rather than the stockholder vote approving a merger of the Company. The Amendment is effective upon execution by the parties.

A copy of the form of Amendment, as approved, is attached hereto Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit Number 10.1 – Form of Amendment to Change of Control Agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 1, 2009

SUN MICROSYSTEMS, INC.
By:	/s/    Michael A. Dillon
	Michael A. Dillon
	Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Form of Amendment to Change of Control Agreement

EX-10.1

Exhibit 10.1

SUN MICROSYSTEMS, INC.

AMENDMENT TO CHANGE OF CONTROL AGREEMENT

This Amendment to the Change of Control Agreement (the “Amendment”) is made effective as of the last date signed below, by and between Sun Microsystems, Inc. (the “Company”), and [                            ] (the “Executive”).

RECITALS

WHEREAS, the Company and Executive entered into that certain Change of Control Agreement dated January 1, 2009 (the “Agreement”).

WHEREAS, the Company and Executive desire to amend the Agreement to amend the definition of Change of Control.

NOW, THEREFORE, the Company and Executive agree that in consideration of the foregoing and the promises and covenants contained herein, the parties agree as follows:

AGREEMENT

1. Definition of Change of Control. Section 2(d)(i) of the Agreement is hereby amended in its entirety to read as follows:

(i) The closing of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent company) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity, or its parent company, outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company, or the closing of the sale or disposition by the Company of all or substantially all of the Company’s assets.

2. Full Force and Effect. To the extent not expressly amended hereby, the Agreement shall remain in full force and effect.

3. Entire Agreement. This Amendment and the Agreement constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.

4. Successors and Assigns. This Amendment and the rights and obligations of the parties hereunder shall inure to the benefit of, and be binding upon, their respective successors, assigns, and legal representatives.

5. Counterparts. This Amendment may be executed in counterparts, all of which together shall constitute one instrument, and each of which may be executed by less than all of the parties to this Amendment.

6. Governing Law. This Amendment shall be governed in all respects by the internal laws of California, without regard to principles of conflicts of law.

7. Amendment. Any provision of this Amendment may be amended, waived or terminated by a written instrument signed by the Company and Executive.

(Signature page follows)

[                            ]	SUN MICROSYSTEMS, INC.
Signature	Signature
	Print Name
	Print Title
Date: ________________________, 2009	Date:________________________, 2009

(Signature page to Amendment to Change of Control Agreement)