0001193125-05-184847 Sample Contracts

AGREEMENT AND PLAN OF MERGER BY AND AMONG SUN MICROSYSTEMS, INC. BIG BEAR ACQUISITION CORPORATION AND SEEBEYOND TECHNOLOGY CORPORATION Dated as of June 27, 2005

Agreement and Plan of Merger • September 13th, 2005 • Sun Microsystems, Inc. • Electronic computers • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  September 13th, 2005
• Company
  Sun Microsystems, Inc.
• Industry
  Electronic computers
• Jurisdiction
  Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 27, 2005, by and among Sun Microsystems, Inc., a Delaware corporation (“Parent”), Big Bear Acquisition Corporation, a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub”), and SeeBeyond Technology Corporation, a Delaware corporation (the “Company”).

SUN MICROSYSTEMS, INC. RESTRICTED STOCK PURCHASE AGREEMENT

Restricted Stock Purchase Agreement • September 13th, 2005 • Sun Microsystems, Inc. • Electronic computers • Delaware

• Contract Type
  Restricted Stock Purchase Agreement
• Filed
  September 13th, 2005
• Company
  Sun Microsystems, Inc.
• Industry
  Electronic computers
• Jurisdiction
  Delaware

This Restricted Purchase Agreement (the “Agreement”) is made as of the xxth day of xx xx by and between SUN MICROSYSTEMS, INC., a Delaware corporation (the “Company”), and xx xx (the “Purchaser”).

NON-STATUTORY STOCK OPTION AGREEMENT

Non-Statutory Stock Option Agreement • September 13th, 2005 • Sun Microsystems, Inc. • Electronic computers

• Contract Type
  Non-Statutory Stock Option Agreement
• Filed
  September 13th, 2005
• Company
  Sun Microsystems, Inc.
• Industry
  Electronic computers

SUN MICROSYSTEMS, INC. (the “Company”), a Delaware corporation, hereby grants to (the “Optionee”), an option to purchase a total of shares of Common Stock (the “Shares”), at the price determined as provided herein, and in all respects subject to the terms, definitions and provisions of the 1996 Equity Compensation Acquisition Plan (the “Plan”) adopted by the Company which is incorporated herein by reference. The terms defined in the Plan shall have the same defined meanings herein.

SUN MICROSYSTEMS, INC. DIRECTORS’ NONSTATUTORY STOCK OPTION AGREEMENT

Nonstatutory Stock Option Agreement • September 13th, 2005 • Sun Microsystems, Inc. • Electronic computers

• Contract Type
  Nonstatutory Stock Option Agreement
• Filed
  September 13th, 2005
• Company
  Sun Microsystems, Inc.
• Industry
  Electronic computers

SUN MICROSYSTEMS, INC., a Delaware corporation (the “Company”) has granted to (the “Optionee”), an option to purchase a total of shares of the Company’s Common Stock, at the price determined as provided herein, and in all respects subject to the terms, definitions and provisions of the 1988 Directors’ Stock Option Plan (the “Plan”) adopted by the Company which is incorporated herein by reference. The terms defined in the Plan shall have the same defined meanings herein.