JAVA » Topics » 18.9. Section 409A of the Code

This excerpt taken from the JAVA 10-Q filed Feb 6, 2008.

18.9. Section 409A of the Code

The Administrator intends to comply with Section 409A of the Code (“Section 409A”), or an exemption to Section 409A, with regard to Awards hereunder that constitute nonqualified deferred compensation within the meaning of Section 409A. To the extent that the Administrator determines that a Grantee would be subject to the additional 20% tax imposed on certain nonqualified deferred compensation plans pursuant to Section 409A as a result of any provision of any Award granted under this Plan, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Administrator.

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To record adoption of the Plan by the Board as of October 31, 2007, and approval of the Plan by the stockholders on November 8, 2007, the Company has caused its authorized officer to execute the Plan.

 

SUN MICROSYSTEMS, INC.
BY:   /s/ Maria Pizzoli
ITS: Assistant Secretary

 

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This excerpt taken from the JAVA DEF 14A filed Sep 25, 2007.

18.9. Section 409A of the Code

The Administrator intends to comply with Section 409A of the Code (“Section 409A”), or an exemption to Section 409A, with regard to Awards hereunder that constitute nonqualified deferred compensation within the meaning of Section 409A. To the extent that the Administrator determines that a Grantee would be subject to the additional 20% tax imposed on certain nonqualified deferred compensation plans pursuant to Section 409A as a result of any provision of any Award granted under this Plan, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Administrator.

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Table of Contents

To record adoption of the Plan by the Administrator as of                          , 2007, and approval of the Plan by the stockholders on                          , 2007, the Company has caused its authorized officer to execute the Plan.

 

SUN MICROSYSTEMS, INC.
By:  

 

Title:  

 

 

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Table of Contents

LOGO

 

Sun microsystems

P.O. Box 43004, Providence, RI 02940-3004

MR A SAMPLE

DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 000004

C123456789

000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext

Electronic Voting Instructions

You can vote by Internet or telephone! Available 24 hours a day, 7 days a week!

Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.

VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.

Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on November 8, 2007.

Vote by Internet

• Log on to the Internet and go to www.investorvote.com

• Follow the steps outlined on the secured website.

Vote by telephone

• Call toll free 1-800-652-VOTE (8683) within the United States, Canada & Puerto Rico any time on a touch tone telephone. There is NO CHARGE to you for the call. • Follow the instructions provided by the recorded message.

Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.

Annual Meeting Proxy Card

123456

C0123456789 12345

IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

A

Proposal 1—Election of Directors

The Board of Directors recommends a vote FOR all nominees.

1. Election of ten (10) members to the Board of Directors;

Nominees: 1—Scott G. McNealy, 2—James L. Barksdale, 3—Stephen M. Bennett, 4—Peter L.S. Currie, 5—Robert J. Finocchio, Jr., 6—Michael E. Marks, 7—Patricia E. Mitchell, 8—M. Kenneth Oshman, 9—P. Anthony Ridder, and 10—Jonathan I. Schwartz

To Vote FOR All Nominees

To WITHHOLD Vote From All Nominees

For All Except—To withhold your vote from a specific nominee or nominees, mark the box to the left and also mark the numbered box(es) below corresponding to the number(s) of the nominee(s) listed above from whom you wish to withhold your vote.

01 - 02 - 03 - 04 - 05 - 06 - 07- 08 - 09 - 10 -

B Other Proposals The Board of Directors recommends a vote FOR Proposals 2—4. For Against Abstain

2. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2008.

3. Approval of Sun's 2007 OmnibusIncentive Plan.

4. Approval of amendment to Sun's Amended and Restated Certificate of Incorporation to effect a one-for-four reverse stock split of common stock.

The Board of Directors recommends a vote AGAINST Proposals 5 and 6.

For Against Abstain 5. Consideration of a stockholder proposal, if properly presented at the meeting, regarding advisory vote on compensation.

6. Consideration of a stockholder proposal, if properly presented at the meeting, regarding simple majority vote.

IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A—D ON BOTH SIDES OF THIS CARD.

C 1234567890 JNT

MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE

140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND

1UPX0148211

 

MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND

<STOCK#> 00RTBD


Table of Contents

LOGO

 

RECEIVE FUTURE SUN MICROSYSTEMS, INC. PROXY MATERIALS VIA THE INTERNET:

You can help preserve and protect our environment and contribute to cost savings by electing to receive future Sun Microsystems, Inc. Annual Reports and Proxy materials (and other Company communications) in electronic form rather than in printed form. When you sign up for electronic delivery at www.computershare.com/investor, you will receive an email with Internet links to the materials which you can view, download or print at your convenience. You can, of course, change your preference at any time. If you do not elect to access Sun's proxy materials electronically, or specifically request to receive a paper copy you will continue to receive a notice of Internet availability of the materials.

IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

Proxy—Sun Microsystems, Inc. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SUN MICROSYSTEMS, INC. 2007 ANNUAL MEETING OF STOCKHOLDERS

By signing below, you, as a stockholder of Sun Microsystems, Inc., hereby appoint Jonathan I. Schwartz and Michael A. Dillon or either of them, proxies and attorneys-in-fact, with full power to each of substitution, on your behalf and in your name, to represent you at Sun’s Annual Meeting of Stockholders to be held on Thursday, November 8, 2007, and at any adjournment(s) or postponement(s) thereof, and to vote all of your shares of Common Stock on all matters to be considered at the meeting which you would be entitled to vote if personally present. The meeting will begin at 10:00 a.m. (doors will open at 9:00 a.m.) in the auditorium at Sun’s Santa Clara campus, located at 4030 George Sellon Circle, Santa Clara, California. You are encouraged to specify your choices by marking the appropriate boxes. However, if you wish to vote in accordance with the Board of Directors’ recommendations, simply sign and return this card.

C Non-Voting Items Change of Address — Please print new address below. D Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. Date (mm/dd/yyyy) — Please print date below.

Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.

IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A—D ON BOTH SIDES OF THIS CARD.

This excerpt taken from the JAVA 10-K filed Sep 8, 2006.

2.5 “Code”

means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated thereunder, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

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