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): December 18, 2007

SYBASE, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-16493	94-2951005
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

One Sybase Drive
Dublin, CA 94568
(Address of principal executive offices, including zip code)

(925) 236-5000
(Registrant’s telephone number, including area code)

Not applicable
(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):

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

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

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

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

TABLE OF CONTENTS

	Item 1.01 Entry Into a Material Definitive Agreement.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3
EXHIBIT 99.4

Item 1.01 Entry Into a Material Definitive Agreement.

On December 18, 2007 Sybase, Inc. (the “Company”) entered into a Second Amended and Restated Employment Agreement and Amended and Restated Change of Control Agreement with Mr. John Chen, the Company’s Chairman, Chief Executive Officer and President. As described below, the Company also intends to enter into amended and restated change of control agreements with certain executive officers.

Mr. Chen’s Employment Agreement was amended and restated primarily to incorporate certain changes made as a result of the adoption of Internal Revenue Code Section 409A.

Mr. Chen’s Amended and Restated Change of Control Agreement was also amended and restated primarily to incorporate certain changes made as a result of the adoption of Internal Revenue Code Section 409A. The Company intends to make similar amendments to the change of control agreements the Company has entered into with other executive officers.

Mr. Chen’s Second Amended and Restated Employment Agreement and Amended and Restated Change of Control Agreement are filed as Exhibits 99.1 and 99.2 to this report. The Company’s revised form of Amended and Restated Change of Control Agreement (standard version) is filed as Exhibit 99.3 to this report. The Company’s revised form of Amended and Restated Change of Control Agreement (enhanced version) is filed as Exhibit 99.4 to this report.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
99.1	Second Amended and Restated Employment Agreement with John Chen, dated December 18, 2007
99.2	Amended and Restated Change of Control Agreement with John Chen, dated December 18, 2007
99.3	Form of Amended and Restated Change of Control Agreement (standard version)
99.4	Form of Amended and Restated Change of Control Agreement (enhanced version)

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SIGNATURE

     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.

	SYBASE, INC.
Date: December 19, 2007	By:	/s/ Daniel R. Carl
		Name:	Daniel R. Carl
		Title:	Vice President and General Counsel

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Second Amended and Restated Employment Agreement with John Chen, dated December 18, 2007
99.2	Amended and Restated Change of Control Agreement with John Chen, dated December 18, 2007
99.3	Form of Amended and Restated Change of Control Agreement (standard version)
99.4	Form of Amended and Restated Change of Control Agreement (enhanced version)

EX-99.1

Exhibit 99.1

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of December 18, 2007 (this “Agreement”), by and between Sybase, Inc., a Delaware corporation (“Company”) and John Chen (“Employee”).

Recitals

     A. Company and Employee entered into an Employment Agreement dated July 11, 1997 (the “Initial Agreement”), which was amended and restated as of June 11, 2001 (the “First Amended and Restated Agreement”).

     B. On August 20, 2002, Company and Employee entered into an addendum to the First Amended and Restated Agreement, providing Employee with certain retirement health benefits and related tax gross-up payments (the “Addendum”).

     C. The Compensation Committee of the Board of Directors (the “Compensation Committee”) and Employee desire to revise the First Amended and Restated Agreement to (i) incorporate the Addendum, and (ii) comply with the final Treasury Regulations promulgated under Internal Revenue Code Section 409A (“Code Section 409A”), as follows.

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     1. Duties. Employee shall hold the title of Chairman of the Board, President and Chief Executive Officer, and shall perform such functions and duties in such capacity as are designated by the Board of Directors of the Company. During the term of employment, Employee shall be employed by the Company as a regular full-time employee, and shall carry out his duties and responsibilities in a diligent, competent and professional manner.

     2. Compensation.

          (a) Base Salary. Employee receives an annual base salary which has been established by the Board of Directors, payable on a semi-monthly basis. Employee’s base salary shall be subject to periodic review and adjustment from time to time in accordance with the Company’s then-current policies. Currently, such review is made by the Compensation Committee of the Board of Directors on an annual basis.

          (b) Incentive Compensation. Employee is also eligible to participate in the Company’s executive incentive programs with annual target incentive compensation established by the Board of Directors. Such target compensation is subject to periodic review and adjustment from time to time in accordance with the Company’s then-current policies. Currently, such review is made by the Compensation Committee of the Board of Directors on an annual basis. Such annual incentive bonuses are paid once per year.

          (c) Benefit Plans. Employee’s prior employer maintained term life insurance, AD&D insurance and long term disability policies in the name of Employee for Employee’s benefit (the “Individual Policies”). Company shall continue to maintain such Individual Policies during the term of Employee’s employment and any post-termination period specified in this Agreement.

     Employee will be eligible to participate in and receive benefits under the Company’s employee benefit plans and policies in effect from time to time, subject to the terms, conditions and eligibility requirements of the particular plans. Such plans may include stock benefit plans, paid vacation, paid sabbatical leave, health care, life insurance, accidental death and disability, short- and long-term disability, and/or savings plans provided by, through, or on behalf of the Company to employees in the United States. The Company may change, amend, modify or terminate any benefit plan from time to time without prior notice to Employee.

     Sybase currently offers a cafeteria style benefits program and allocates an amount (“Nautilus Benefit Allowance”) to each employee for the employee to allocate to various benefits that the employee can choose between. The benefit coverages that Employee received from his prior employer are specified in Exhibit A hereto. The benefit coverages appearing on such list, excluding the Individual Policies and those under the heading “Other” are referred to as the “Former Minimum Benefits.” The Company shall provide employee with benefits that are at least substantially comparable to the Former Minimum Benefits (except that (i) the maximum lifetime benefit under the group medical plan will be $1,000,000 and (ii) to the extent the employer matching contribution under the 401 (k) plan is lower than under the Former Minimum Benefits, Employee shall be provided a bonus equivalent to such difference, grossed up to reflect the pretax nature of a 401 (k) contribution), it being understood that the choice of benefit provider is entirely at the discretion of the Company and, that to the extent the benefits can be covered by the Nautilus Benefit Allowance, Employee will apply such allowance to them. Any cost of providing the benefits substantially comparable to the Former Minimum Benefits in excess of the Nautilus Benefit Allowance shall be the Company’s expense.

     In addition, Company shall (i) reimburse Employee, no later than March 15 of the year following the calendar year in which the expenses were incurred, for medical, legal, financial planning, estate planning and tax preparation expenses up to an aggregate maximum of $20,000 per year (ii) permit Employee to fly first class on business trips (other aspects of travel to be consistent with Company travel policies); and (iii) provide a car allowance of $18,000 per year.

          (d) Stock Option Grant. Under the Initial Agreement, Employee was granted stock options to purchase an aggregate of 500,000 shares of the Company’s Common Stock. Subsequent option grants have been made. Future option grants, if any, shall be entirely at the discretion of the Compensation Committee. It is acknowledged that the Compensation Committee’s current practice is to make annual stock option grants to executive officers in connection with its annual review of executive compensation. It is also acknowledged that one guideline currently considered within the Compensation Committee’s current option philosophy framework regarding option grants is to make subsequent annual grants such that the total amount of an officer’s unvested shares is comparable to the options that the Company would have to then offer in order to recruit a new person into such officer’s position. The

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foregoing guideline is only one of several factors considered by the Compensation Committee and that guideline together with any other guidelines and factors may be changed at any time.

          (e) Withholding; Deductions. Unless otherwise specified herein, the Company shall make such deductions, withholdings and other payments from all sums payable to Employee which Employee requests, or which are required by law for taxes and other charges.

          (f) Retiree Health Program. Until the earlier of (i) a Disqualifying Event (as defined below), or (ii) the later to occur of the death of Employee or that of his spouse (so long as Employee’s spouse has remained married to Employee through the date of his death) or, in the event that Employee and his spouse predecease their eligible dependents, until such time as the eligible dependents cease to qualify under the eligibility provisions of the Sybase U.S. Retirees’ Health Program (the “Retirees’ Health Program”), the Company shall pay (A) no later than thirty (30) days following the premium due date, the full premium on behalf of Employee, his spouse (so long as she remains married to Employee, or until her death if she remains married to Employee through the date of his death) and his eligible dependents under the Retirees’ Health Program, and (B) while Employee continues to provide services to the Company, a full gross-up amount to Employee, his spouse, or his eligible dependents, as applicable, sufficient to cover the additional federal, state and municipal income and employment taxes imposed upon Employee, his spouse, or his eligible dependents, as applicable, by virtue of such premium payments and the gross-up payments, so that Employee, his spouse, or his eligible dependents, as applicable, are in the same economic position as if the provision of such benefits did not result in imputed income (with such tax gross-up payments to be made by the Company no later than the end of the calendar year in which Employee paid such taxes, either directly or through withholding); provided, however that such payments (or reimbursements, to the extent Employee pays the premiums in the interim) and tax gross-up payments shall be delayed six months and one day from Employee’s termination date (and then paid in full in arrears) to the extent required to avoid the imposition of additional tax under Code Section 409A. Employee, his spouse, or his eligible dependents, as applicable, agree to provide the Company or its agents, upon written request, with sufficient information to accurately calculate the amount of the full gross-up payments due.

     For purposes of this section 2(f), a Disqualifying Event means Employee’s service with the Company terminates before Employee reaches age fifty-five (55) and such termination of service is either voluntary by Employee other than pursuant to an Involuntary Termination (as defined in Section 5(e)) or by the Company for Cause (as defined in Section 5(c)). Notwithstanding the preceding, no termination as a result of Disability (as defined in Section 5(d)) and no termination following a Change of Control (as defined in Section 3(a) of the COC Agreement) or after Employee attains age 55 will be a Disqualifying Event. However, if prior to Employee becoming 55, Employee’s service with the Company terminates either following a Change of Control or by the Company for a reason other than for Cause and Employee is provided medical benefits from another employer upon obtaining substantially full-time employment with such employer, Employee and his eligible dependents may remain in the Retirees’ Health Program only if Employee pays all Retirees’ Health Program premiums due subsequent to Employee obtaining such new medical coverage.

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     For purposes of this section 2(f), whether or not Employee’s dependents are eligible at any time shall be determined pursuant to the terms and conditions of the Retirees’ Health Plan.

     3. Nondisclosure Agreement. Concurrently with the execution of the Initial Agreement, Employee executed an Employee Nondisclosure and Assignment of Inventions Agreement (“Nondisclosure Agreement”).

     4. Change of Control. Concurrently with the execution of this Agreement, Employee and the Company have entered into a Second Amended and Restated Change of Control Agreement (“COC Agreement”). In the event of a Change of Control (as defined in the COC Agreement), Employee shall be entitled to the severance benefits specified in such COC Agreement and shall not be entitled to severance in accordance with Section 5 below for any termination of employment occurring within eighteen months following a Change of Control.

     5. Compensation Upon Termination or Resignation.

          (a) Voluntary or For Cause. Upon termination for Cause (as defined below) or upon Employee’s death, Disability (as defined below) or voluntary resignation (except as provided in Section 5(c)), the Company shall pay to Employee (or to his estate in the event of his death) in a lump sum all accrued unpaid compensation earned by the Employee prior to the effective date of termination. Employee’s rights under the Company’s benefit plans shall be determined under the provisions of those plans.

          (b) Termination by the Company Without Cause. In the event that the Company terminates Employee without Cause, the Company shall (A) pay to Employee an amount equal to the sum of (i) one and one-half times the Employee’s then-current annual base salary plus (ii) one and one-half times the Employee’s target annual cash bonus for the Company’s fiscal year in effect on the date of termination, which amount shall be payable in three installments (net of all applicable taxes and deductions) as follows: 75% on the date six months and one day following the date of termination and 25% on the date one year following date of termination; (B) continue to make available, at the Company’s expense, the benefits specified in Section 2(c) above for a period of 18 months following such date of termination, and (C) provide that equity awards held by the Employee under the Company’s equity compensation plans, under the Company’s subsidiaries’ equity compensation plans and under the equity compensation plans of corporations that have merged with or into the Company shall automatically have their vesting accelerated (including, for restricted stock, accelerated lapse of a right of repurchase by the Company) as to 100% of the unvested portion of any such stock options or stock appreciation rights, and as to 50% of the unvested portion of any such restricted stock or restricted stock units, on the date of termination, in addition to any portion of the restricted stock or restricted stock units vested prior to the date of termination after taking into account any acceleration of vesting provided in the restricted stock agreement or restricted stock unit agreement between the Company and the Employee pertaining to such outstanding restricted stock or restricted stock units. The amount of the severance payment payable pursuant to Clause A and the continuation of benefits specified in Clause B above shall not be decreased as a result of compensation and /or benefits received by the Employee from any subsequent employer.

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          (c) Definition of Cause. For purposes of this Agreement, “Cause” shall mean any of the following: (i) any act of personal dishonesty taken by the Employee in connection with his or her responsibilities as an employee and intended to result in substantial personal enrichment of the Employee, (ii) the conviction of a felony, (iii) a willful act by the Employee which constitutes gross misconduct and which is injurious to the Company, or (iv) continued violations by the Employee of the Employee’s obligations as an employee of the Company which are demonstrably willful and deliberate on the Employee’s part after there has been delivered to the Employee a written demand for performance from the Company which describes the basis for the Company’s belief that the Employee has not substantially performed his or her duties.

          (d) Disability. “Disability” shall mean Employee (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering Company employees. Termination resulting from Disability may only be effected after at least 30 days’ written notice by the Company of its intention to terminate the Employee’s employment. In the event that the Employee resumes the performance of substantially all of his of her duties as an employee of the Company before the termination of his or her employment becomes effective, the notice of intent to terminate shall automatically be deemed to have been revoked.

          (e) Involuntary Termination. Employee shall be deemed to have been terminated by the Company other than for Cause in the event Employee resigns within two years after the initial existence of an event constituting an Involuntary Termination. “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the assignment to the Employee of any duties or the significant reduction of the Employee’s duties, either of which is materially inconsistent with the Employee’s position with the Company and responsibilities in effect immediately prior to such assignment, or the removal of the Employee from such position and responsibilities, which is not effected for Disability or for Cause; (ii) a material reduction by the Company in the base salary and/or target bonus of the Employee as in effect immediately prior to such reduction; (iii) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced (other than a nondiscriminatory reduction affecting the Company’s employees generally); or (iv) the relocation of the Employee to a facility or a location more than 75 miles from San Francisco, without the Employee’s express written consent; provided, however, that such events shall not constitute grounds for an Involuntary Termination unless the Employee has provided notice to the Company of the existence of the one or more of the above conditions within 90 days of its initial existence and the Company has been provided at least 30 days to remedy the condition.

          (f) Breach of Nondisclosure Agreement. Notwithstanding any provisions herein to the contrary, the Company’s obligations under this Section 5 to pay any severance or otherwise

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extend benefits or stock option/restricted stock vesting shall terminate immediately upon any intentional breach by Employee of the Nondisclosure Agreement.

          (g) Internal Revenue Code Section 409A. Notwithstanding any other provision of this Agreement, if the Employee is a “key employee” under Code Section 409A and a delay in making any payment or providing any benefit under this Agreement is required by Code Section 409A and any Treasury Regulations, and IRS guidance thereunder, or necessary in the good faith judgment of the Company, to avoid the Employee incurring additional tax under Section 409A, such payments shall not be made until the end of six (6) months following the date of the Employee’s separation from service in accordance with Code Section 409A. In the event any payment or the provision of any benefit to Employee is delayed by reason of this paragraph, in addition to the delayed payment or benefit, the Employee shall also be entitled to receive interest on the such payment or benefit determined using the rate in effect from time to time under Section 1274(b)(2)(B) of the Code.

     6. No Conflict. Employee represents and warrants that execution of this Agreement and the Nondisclosure Agreement, and performance of Employee’s obligations hereunder and thereunder, will not conflict with, or result in a violation or breach of any other agreement to which Employee is a party, or any judgment, order or decree to which Employee is subject.

     7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of California.

     8. Entire Agreement. This Agreement, together with the COC Agreement and Nondisclosure Agreement, sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes in their entirety the Initial Agreement, the First Amended and Restated Agreement, the Addendum and any other written or oral negotiations, agreements, understandings, representations or practices. Any waiver, modification or amendment of this Agreement shall be effective only if in writing and signed by the parties hereto.

     9. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in the County of Contra Costa, California, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

EMPLOYEE:	SYBASE, INC.
/s/ John Chen	/s/ Dan Carl
John Chen	Daniel R. Carl
[home address redacted]	Vice President, General Counsel and Secretary

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EXHIBIT A

FORMER MINIMUM BENEFITS

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PYRAMID TECHNOLOGY BENEFITS PLANS

Coverage for: John Chen, President and CEO

SURVIVOR BENEFIT	COVERAGE		EXPLANATION
Group Term Life	$	300,000
Executive Term Life	$	2,000,000
Group & Executive AD&D	$	1,000,000
Business Travel Accident	$	250,000
DISABILITY	MONTHLY BENEFIT
Pyramid Voluntary Disability Income Plan	$	4,333	First 90 days of disability
Pyramid Voluntary Disability Income Plan	$	1,445	91st to 365th day of disability
Group Long Term Disability	$	10,000	Eligible for benefits on 91st day. Integrated with VDI & Soc. Sec.
Executive LTD	$	13,400	Supplemental disability coverage

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HEALTH PLANS	COVERAGE
Group Indemnity Medical Plan	$	2,000,000	Lifetime benefit maximum
Group Dental Plan	$	1,000	Annual maximum per covered individual
Orthodontic Care	$	1,000	Lifetime maximum per covered individual
Group Vision Care Plan			Annual examination. Frames and lens every 24 months
Executive Medical & Tax Preparation
Expenses Reimbursement Program	$	10,000	Maximum annual benefit available
TRANSPORTATION
Airline Travel			First class
Car Allowance			Annual allowance (18K)

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SIEMENS PYRAMID BENEFIT COVERAGE

For John Chen, Chairman, President and CEO

BENEFIT PLANS	COVERAGE		REMARKS	1997 Annual Company Cost
SURVIVOR BENEFIT
Group Term Life	$	300,000	2x up to $300k	Normal cost
*   Executive Life	$	2,000,000	Individual Policy (4/1 renewal)	$1,216.80
Group A&D	$	300,000	2x up to $300k	Normal cost
*   Executive A&D	$	700,000	4x up to $1M combined	$168.00
Business Travel Accident	$	250,000		Normal cost
DISABILITY
Sick Leave	$	34,615	max accrual = 180 hours	Normal cost
Calif VDI	$	13,000	60% of pay up to $1000/wk for first 90 days
Group LTD	$	10,000	max $10k/mo on 91st day (integrated with SSA, W/C)	Normal cost
*   Exec LTD	$	13,400	Individual Policy. Amt/mo	$7,551.12

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BENEFIT PLANS	COVERAGE		REMARKS	1997 Annual Company Cost
HEALTH PLANS
Group Medical Plan (GA)	$	2,000,000	Lifetime benefit max	Normal cost
Group Dental Plan	$	1,000	Annual max per covered individual	Normal cost
Orthodontic Care	$	1,000	Lifetime max per covered individual
Group Vision Care			Annual exam. Frames & lenses every 24 mos	Normal cost
*   Exec Reimbursement Plan (Medical, legal, financial planning & tax prep expenses)	$	10,000	Annual max	$10,000.00
RETIREMENT PLAN
Pyramid 401(k) Plan — Employer Matching Cont	$	6,000	Annual max	Normal cost
*   Car Allowance	$	18,000	Annual allowance	$18,000.00
*   Airline Travel			First Class	(First class fare)
*   Severance Benefits (at separation)	$	1,000,000	Plus full executive benefits for 1 yr	$1,036,935.92

* Special Executive Benefits

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EX-99.2

Exhibit 99.2

AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT

     This Amended and Restated Change of Control Agreement (the “COC Agreement”) is effective as of December 18, 2007 (the “COC Agreement Date”) by and between John Chen (the “Employee”) and Sybase, Inc., a Delaware corporation (the “Company”).

RECITALS

     A. The Employee presently serves at the pleasure of the Board of Directors of the Company (the “Board”) as the Chairman of the Board, President and Chief Executive Officer of the Company and performs significant strategic and management responsibilities necessary to the continued conduct of the Company’s business and operations.

     B. The Employee and the Company previously entered into an Amended and Restated Change of Control Agreement dated June 11, 2001 which was amended March 30, 2006 setting forth the benefits to which the Employee is entitled upon a Change of Control (as defined below) of the Company.

     C. The Board has determined that it remains in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control of the Company.

     D. The Board believes that it is imperative to provide the Employee with benefits following a Change of Control which are competitive in the market place and which provide sufficient incentive and encouragement to the Employee to remain with the Company, and the Board therefore has determined that it is in the best interests of the Company to amend and restate the terms applicable upon a Change of Control.

     E. In order to accomplish the foregoing objectives, the Board has directed the Company, upon execution of this COC Agreement by the Employee, to agree to the terms provided herein.

     F. Certain capitalized terms used in the COC Agreement are defined in Section 3 below.

     In consideration of the mutual covenants herein contained, and in consideration of the continuing employment of Employee by the Company, the parties agree as follows:

     1. Term of Employment. The Company and the Employee acknowledge that the Employee’s employment is at will, as defined under applicable law, except as may otherwise be provided under the terms of any written employment agreement between the Company and Employee that is signed on behalf of the Company and now or hereafter is in effect. If the Employee’s employment terminates for any reason, the Employee shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this COC

Agreement, together with any written employment agreement then in effect between Employee and the Company, and as may otherwise be available in accordance with the Company’s established written employee plans and written policies which are in effect at the time of termination or as is required by law.

     2. Change of Control Benefits.

     (a) Upon the occurrence of a Change of Control, and regardless of whether Employee has been terminated, the Employee shall be entitled to receive a payment in an amount equal to the sum of (A) twice the Employee’s annual base salary at the time of the Change of Control, plus (B) twice the average of (x) the annual cash bonus, if any, received or deferred by the Employee in respect of the most recently completed fiscal year (or, if such bonus, if any, has been earned but not yet received or deferred, the annual cash bonus, if any, to be received or deferred with respect to such fiscal year), and (y) the annualized annual cash bonus that Employee is then eligible to receive for the Company’s fiscal year in effect on the date of the Change of Control (which shall be calculated by annualizing the objective performance milestones based on the completed fiscal quarters in such fiscal year, and by assuming 100% “on target” satisfaction of any subjective performance milestones); provided, however, that if such Change in Control occurs prior to the completion of the first fiscal quarter, then Employee shall instead receive a payment in the amount described in clause (A) above plus twice the average of the annual cash bonuses, if any, received or deferred by the employee in respect of the two most recently completed fiscal years (or, if such bonus, if any, has been earned but not yet received or deferred with respect to the most recently completed fiscal year, the average of the prior fiscal year’s annual cash bonus and the annual cash bonus, if any, to be received or deferred with respect to the most recently completed fiscal year); provided further, however, notwithstanding the above, if the amount calculated under Clause (B) above is less than two times the Employee’s target annual incentive compensation for the Company’s fiscal year in effect at the time of the Change of Control (the “Current Year”), then the amount under Clause (B) shall instead be deemed to be two times the Employee’s target annual compensation for the Current Year. Any payments to which the Employee is entitled pursuant to this section shall be paid in a lump sum within thirty (30) days of the Change of Control. In addition, if within the eighteen (18) month period following any Change of Control the Employee’s employment terminates for any reason other than Cause, the Company shall be obligated for the twenty four (24) month period following the date of termination to continue to make available to the Employee and to reimburse premiums for the Employee and his or her covered dependents within thirty (30) days of the premium due date for all health, dental, vision, life, dependent life, long-term disability, accidental death and dismemberment and other similar insurance plans existing on the date of the Employee’s termination; provided, however, that such reimbursements shall be delayed six months and one day from the date of Termination (and then paid in full in arrears) to the extent required to avoid the imposition of additional tax under Internal Revenue Code Section 409A (“Code Section 409A”). The Company shall “gross-up” Employee for any income and employment taxes required to be imputed by virtue of providing the benefits set forth in the preceding sentence, such that the net economic result to the Employee will be as if such benefits were provided on a tax-free basis. In addition, any outstanding equity awards (including but not limited to stock options, restricted stock, restricted stock units and stock appreciation rights) held by the Employee under the Company’s

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equity compensation plans, under the Company’s subsidiaries’ equity compensation plans and under the equity compensation plans of corporations that have merged with or into the Company shall automatically have its vesting accelerated (including, for restricted stock, accelerated lapse of a right of repurchase by the Company) as to 100% of the unvested portion of such equity awards on the date of the Change of Control.

     (b) Termination Apart from Change of Control. In the event of a Change of Control, Employee shall be entitled to the severance benefits specified in this COC Agreement and shall not be entitled to any other severance payments in connection with any termination of employment occurring within eighteen months following a Change of Control. If the Employee’s employment is terminated for any reason other than a Change of Control (e.g. more than 18 months after a Change of Control) then the Employee shall be entitled to receive severance and any other benefits only as may then be established under the Company’s existing written severance and benefit plans and written policies and under any written employment agreement in effect at the time of such termination or as is required by law.

     (c) Internal Revenue Code Section 409A. Notwithstanding any other provision of this Agreement, if the Employee is a “key employee” under Code Section 409A and a delay in making any payment or providing any benefit under this Agreement is required by Code Section 409A and any Treasury Regulations, and IRS guidance thereunder, or necessary in the good faith judgment of the Company, to avoid the Employee incurring additional tax under Section 409A, such payments shall not be made until the end of six (6) months following the date of the Employee’s separation from service in accordance with Code Section 409A. In the event any payment or the provision of any benefit to Employee is delayed by reason of this paragraph, in addition to the delayed payment or benefit, the Employee shall also be entitled to receive interest on the such payment or benefit determined using the rate in effect from time to time under Section 1274(b)(2)(B) of the Code.

     3. Definition of Terms. The following terms referred to in this COC Agreement shall have the following meanings:

          (a) Change of Control. “Change of Control” shall mean a (i) change in ownership of the Company, (ii) change in effective control of the Company, or (iii) change in the ownership of a substantial portion of the Company’s assets (with an asset value change in ownership exceeding more than 50% of the total gross fair market value replacing the 40% default rule), all as defined under Code Section 409A and the final Treasury Regulations thereunder.

          (b) Cause. “Cause” shall mean (i) any act of personal dishonesty taken by the Employee in connection with his or her responsibilities as an employee and intended to result in substantial personal enrichment of the Employee, (ii) the conviction of a felony, (iii) a willful act by the Employee which constitutes gross misconduct and which is injurious to the Company, and (iv) continued violations by the Employee of the Employee’s obligations as an employee of the Company which are demonstrably willful and deliberate on the Employee’s part after there has been delivered to the Employee a written demand for performance from the Company which describes the basis for the Company’s belief that the Employee has not substantially performed his or her duties.

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     4. Excise Tax. In the event that the severance and other benefits provided for in this COC Agreement or otherwise payable to the Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Employee shall receive (a) a payment from the Company sufficient to pay the Excise Tax plus (b) an additional payment from the Company sufficient to pay the Excise Tax and federal and state income and employment taxes arising from the payments made by the Company to the Employee pursuant to this sentence. Unless the Company and the Employee otherwise agree in writing, the determination of the Employee’s Excise Tax liability and the amount required to be paid under this Section 4 shall be made in writing in good faith by a “Big Four” national accounting firm selected by the Company (the “Accountants”), in good faith consultation with the Employee. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

     5. Successors.

          (a) Company’s Successors. Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) or to all or substantially all of the Company’s business and/or assets shall assume the obligations under this COC Agreement and agree expressly to perform the obligations under this COC Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this COC Agreement, the term “Company” shall include any successor to the Company’s business and/or assets which executes and delivers the assumption agreement described in this subsection (a) or which becomes bound by the terms of this COC Agreement by operation of law.

          (b) Employee’s Successors. The terms of this COC Agreement and all rights of the Employee hereunder shall inure to the benefit of, and be enforceable by, the Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

     6. Notices. Notices and all other communications contemplated by this COC Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by registered or certified mail, return receipt requested and postage prepaid. In the case of the Employee, mailed notices shall be addressed to him or her at the home address which he or she most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.

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     7. Miscellaneous Provisions.

          (a) No Duty to Mitigate. The Employee shall not be required to mitigate the amount of any payment contemplated by this COC Agreement (whether by seeking new employment or in any other manner), nor shall any such payment be reduced by any earnings that the Employee may receive from any other source.

          (b) Waiver. No provision of this COC Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Employee and by an authorized officer of the Company (other than the Employee). No waiver by either party of any breach of, or of compliance with, any condition or provision of this COC Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

          (c) Entire Agreement. The parties hereby terminate the Amended and Restated Change of Control Agreement dated July 10, 2001 between the Company and the Employee, and this Agreement supersedes in its entirety such 2001 Agreement. No agreements, representations or understandings (whether oral or written and whether express or implied) which are not expressly set forth in this COC Agreement have been made or entered into by either party with respect to the subject matter hereof.

          (d) Choice of Law. The validity, interpretation, construction and performance of this COC Agreement shall be governed by the laws of the State of California.

          (e) Severability. The invalidity or unenforceability of any provision or provisions of this COC Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

          (f) Arbitration. Any dispute or controversy arising under or in connection with this COC Agreement shall be settled exclusively by arbitration in the County of Alameda, California, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. Punitive damages shall not be awarded.

          (g) No Assignment of Benefits. The rights of any person to payments or benefits under this COC Agreement shall not be made subject to option or assignment, either by voluntary or involuntary assignment or by operation of law, including (without limitation) bankruptcy, garnishment, attachment or other creditor’s process, and any action in violation of this subsection (g) shall be void.

          (h) Employment Taxes. Subject to Section 4, all payments made pursuant to this COC Agreement will be subject to withholding of applicable income and employment taxes.

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          (i) Assignment by Company. The Company may assign its rights under this COC Agreement to an affiliate, and an affiliate may assign its rights under this COC Agreement to another affiliate of the Company or to the Company; provided, however, that no assignment shall be made if the net worth of the assignee is less than the net worth of the Company at the time of assignment. In the case of any such assignment, the term “Company” when used in a section of this COC Agreement shall mean the corporation that actually employs the Employee.

          (j) Counterparts. This COC Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

          IN WITNESS WHEREOF, each of the parties has executed this COC Agreement, in the case of the Company by its duly authorized officer, as of the COC Agreement Date.

	SYBASE, INC.
/s/ John Chen John Chen	By	/s/ Daniel Carl Daniel R. Carl
		Vice President, General Counsel and Secretary

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EX-99.3

Exhibit 99.3

FORM OF AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT

     This Amended and Restated Change of Control Agreement (the “COC Agreement”) is effective as of _____________ (the “Effective Date”) by and between _________________ (the “Employee”) and Sybase, Inc., a Delaware corporation (the “Company”).

RECITALS

     A. The Employee presently serves at the pleasure of the Board of Directors of the Company (the “Board”) as the _______________ of the Company and performs significant strategic and management responsibilities necessary to the continued conduct of the Company’s business and operations.

     B. The Employee and the Company previously entered into a _____________________ setting forth the benefits to which the Employee is entitled upon a Change of Control (as defined below) of the Company.

     C. The Board has determined that it remains in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.

     D. The Board believes that it is imperative to provide the Employee with certain severance benefits upon the Employee’s termination of employment following a Change of Control which provide the Employee with enhanced financial security and provide sufficient incentive and encouragement to the Employee to remain with the Company following a Change of Control.

     E. In order to accomplish the foregoing objectives, the Board has directed the Company, upon execution of this COC Agreement, to commit to the terms provided herein.

     F. Certain capitalized terms used in the COC Agreement are defined in Section 3 below.

     In consideration of the mutual covenants herein contained, and in consideration of the continuing employment of Employee by the Company, the parties agree as follows:

     1. Term of Employment. The Company and the Employee acknowledge that the Employee’s employment is at will, as defined under applicable law, except as may otherwise be provided under the terms of any written employment agreement between the Company and Employee, that is signed on behalf of the Company and now or hereafter in effect. If the Employee’s employment terminates for any reason, the Employee shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this COC Agreement, together with any written employment agreement then in effect between Employee and the Company, and as may otherwise be available in accordance with the Company’s established written employee plans and written policies which are in effect at the time of termination or as required by law.

     2. Severance Benefits.

          (a) Termination Following A Change of Control. If the Company terminates the Employee’s employment at any time within eighteen (18) months after a Change of Control, then the Employee shall be entitled to receive severance benefits as follows, subject to Section 4 below:

               (i) Involuntary Termination. If the Employee’s employment is terminated as a result of Involuntary Termination other than for Cause (as defined in Section 3(b) below), then the Employee shall be entitled to receive severance pay in an amount equal to the sum of (A) twice the greater of (x) the Employee’s annual base salary at the time of the Change of Control, or (y) the Employee’s annual base salary at the time of such termination, plus (B) one and one-half times the average of (x) the annual cash bonus, if any, received or deferred by the Employee in respect of the most recently completed fiscal year (or, if such bonus, if any, has been earned but not yet received or deferred, the annual cash bonus, if any, to be received or deferred with respect to such fiscal year), and (y) the annualized annual cash bonus that Employee is then eligible to receive for the Company’s fiscal year in effect on the date of termination (which shall be calculated by annualizing the objective performance milestones based on the completed fiscal quarters in such fiscal year, and by assuming 100% “on target” satisfaction of any subjective performance milestones); provided, however, that if such termination occurs prior to the completion of the first fiscal quarter, then, subject to the minimum payment obligation set forth below, Employee shall receive severance pay in the amount described in Clause (A) above plus one and one-half times the average of the annual cash bonuses, if any, received or deferred by the employee in respect of the two most recently completed fiscal years (or, if such bonus, if any, has been earned but not yet received or deferred with respect to the most recently completed fiscal year, the average of the prior fiscal year’s annual cash bonus and the annual cash bonus, if any, to be received or deferred with respect to the most recently completed fiscal year); provided further, however, notwithstanding the above, if the amount calculated under Clause (B) above is less than one and one half times the Employee’s target annual incentive compensation for the Company’s fiscal year in effect at the time of the Change of Control (the “Current Year”), then the amount under Clause (B) shall instead be deemed to be one and one half times the Employee’s target annual compensation for the Current Year. Any severance payments to which the Employee is entitled pursuant to this section shall be paid in a lump sum within thirty (30) days of the Employee’s termination. In addition, for a period of twenty-four (24) months after any termination under this Section 2(a)(i), the Company shall be obligated to continue to make available to the Employee and to reimburse premiums for the Employee and his or her covered dependents within thirty (30) days of the premium due date for all health, dental, vision, life, dependent life, long-term disability, accidental death and dismemberment and other similar insurance plans existing on the date of the Employee’s termination; provided, however, that such reimbursements shall be delayed six months and one day from the date of Termination (and then paid in full in arrears) to the extent required to avoid the imposition of additional tax under Internal Revenue Code Section 409A (“Code Section 409A”). The Company shall “gross-up” Employee for any income and employment taxes required to be imputed by virtue of providing the benefits set forth in the preceding sentence, such that the net economic result to the Employee will be as if such benefits were provided on a tax-free basis. In addition, any outstanding equity awards (including but not limited to stock options,

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restricted stock, restricted stock units and stock appreciation rights) held by the Employee under the Company’s equity compensation plans, under the Company’s subsidiaries’ equity compensation plans and under the equity compensation plans of corporations that have merged with or into the Company shall automatically have its vesting accelerated (including, for restricted stock, accelerated lapse of a right of repurchase by the Company) as to 100% of the unvested portion of such equity awards on the date of termination, in addition to any portion of the equity awards vested prior to the date of termination after taking into account any acceleration of vesting provided in the equity award agreement between the Company and the Employee pertaining to such outstanding equity awards.

               (ii) Voluntary Resignation. If the Employee’s employment terminates by reason of the Employee’s voluntary resignation (and is not an Involuntary Termination or a termination for Cause), then the Employee shall not be entitled to receive severance or other benefits except for such benefits (if any) as may then be established under the Company’s then existing written severance and benefits plans and written policies at the time of such termination, or as is required by law.

               (iii) Disability; Death. If the Company terminates the Employee’s employment as a result of the Employee’s Disability, or such Employee’s employment is terminated due to the death of the Employee, then the Employee shall not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing written severance and benefits plans and written policies at the time of such Disability or death, or as is required by law.

               (iv) Termination for Cause. If the Employee is terminated for Cause, then the Employee shall not be entitled to receive any severance or other benefits following the date of such termination, and the Company shall have no obligation to provide for the continuation of any health and medical benefit or life insurance plans existing on the date of such termination, other than as is required by law.

          (b) Termination Apart from Change of Control. If the Employee’s employment is terminated for any reason either prior to the occurrence of a Change of Control or after the 18-month period following a Change of Control, then the Employee shall be entitled to receive severance and any other benefits only as may then be established under the Company’s existing written severance and benefit plans and written policies at the time of such termination, or as is required by law.

          (c) Internal Revenue Code Section 409A. Notwithstanding any other provision of this Agreement, if the Employee is a “key employee” under Code Section 409A and a delay in making any payment or providing any benefit under this Agreement is required by Code Section 409A and any Treasury Regulations, and IRS guidance thereunder, or necessary in the good faith judgment of the Company, to avoid the Employee incurring additional tax under Section 409A, such payments shall not be made until the end of six (6) months following the date of the Employee’s separation from service in accordance with Code Section 409A. In the event any payment or the provision of any benefit to Employee is delayed by reason of this paragraph, in addition to the delayed payment or benefit, the Employee shall also be entitled to receive interest on the such

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payment or benefit determined using the rate in effect from time to time under Section 1274(b)(2)(B) of the Code.

     3. Definition of Terms. The following terms referred to in this COC Agreement shall have the following meanings:

          (a) Change of Control. “Change of Control” shall mean a (i) change in ownership of the Company, (ii) change in effective control of the Company, or (iii) change in the ownership of a substantial portion of the Company’s assets (with an asset value change in ownership exceeding more than 50% of the total gross fair market value replacing the 40% default rule), all as defined under Code Section 409A and the final Treasury Regulations thereunder.

          (b) Involuntary Termination. Employee shall be deemed to have been terminated by the Company other than for Cause in the event Employee resigns within two years after the initial existence of an event constituting an Involuntary Termination. “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the assignment to the Employee of any duties or the significant reduction of the Employee’s duties, either of which is materially inconsistent with the Employee’s position with the Company and responsibilities in effect immediately prior to such assignment, or the removal of the Employee from such position and responsibilities, which is not effected for Disability or for Cause; (ii) a material reduction by the Company in the base salary and/or bonus of the Employee as in effect immediately prior to such reduction; (iii) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (iv) the relocation of the Employee to a facility or a location more than 50 miles from the Employee’s then present location, without the Employee’s express written consent; (v) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause, or any purported termination for Cause for which the grounds relied upon are not valid; or (vi) the failure of the Company to obtain the assumption of the terms of this COC Agreement by any successors contemplated in Section 6 below; provided, however, that such events shall not constitute grounds for an Involuntary Termination unless the Employee has provided notice to the Company of the existence of one or more of the above conditions within 90 days of its initial existence and the Company has been provided at least 30 days to remedy the condition.

          (c) Cause. “Cause” shall mean (i) any act of personal dishonesty taken by the Employee in connection with his or her responsibilities as an employee and intended to result in substantial personal enrichment of the Employee, (ii) the conviction of a felony, (iii) a willful act by the Employee which constitutes gross misconduct and which is injurious to the Company, and (iv) continued violations by the Employee of the Employee’s obligations as an employee of the Company which are demonstrably willful and deliberate on the Employee’s part after there has been delivered to the Employee a written demand for performance from the Company which describes the basis for the Company’s belief that the Employee has not substantially performed his or her duties.

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          (d) Disability. “Disability” shall mean that the Employee (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering Company employees. Termination resulting from Disability may only be effected after at least 30 days’ written notice by the Company of its intention to terminate the Employee’s employment. In the event that the Employee resumes the performance of substantially all of his of her duties as an employee of the Company before the termination of his or her employment becomes effective, the notice of intent to terminate shall automatically be deemed to have been revoked.

     4. Limitation on Payments. In the event that the severance and other benefits provided for in this COC Agreement or otherwise payable to the Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Employee’s severance benefits under Section 2(a)(i) shall be either

(i)	delivered in full, or
(ii)	delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the Excise Tax,

whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing in good faith by a “Big Four” national accounting firm selected by the Company (the “Accountants”), in good faith consultation with the Employee. In the event of a reduction in benefits hereunder, the Employee shall be given the choice of which benefits to reduce. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

     5. Remedy. If Employee’s benefits are reduced to avoid the Excise Tax pursuant to Section 4 hereof and, notwithstanding such reduction, the U.S. Internal Revenue Service (“IRS”) or other applicable taxing authority determines that Employee is liable for the Excise Tax as a result of

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the receipt of severance benefits from the Company, then Employee shall be obligated to pay to the Company (the “Repayment Obligation”) an amount of money equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that Employee’s net proceeds with respect to his or her severance benefits hereunder (after taking into account the payment of the Excise Tax imposed on such benefits) shall be maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax. If the Excise Tax is not eliminated through the performance of the Repayment Obligation, Employee shall pay the Excise Tax. The Repayment Obligation shall be discharged within 30 days of either (i) Employee entering into a binding agreement with the IRS or applicable taxing authority as to the amount of Excise Tax liability, or (ii) a final determination by the IRS or applicable taxing authority or a court decision requiring Employee to pay the Excise Tax from which no appeal is available or is timely taken.

     6. Successors.

          (a) Company’s Successors. Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) or to all or substantially all of the Company’s business and/or assets shall assume the obligations under this COC Agreement and agree expressly to perform the obligations under this COC Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this COC Agreement, the term “Company” shall include any successor to the Company’s business and/or assets which executes and delivers the assumption agreement described in this subsection (a) or which becomes bound by the terms of this COC Agreement by operation of law.

          (b) Employee’s Successors. The terms of this COC Agreement and all rights of the Employee hereunder shall inure to the benefit of, and be enforceable by, the Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

     7. Notice.

          (a) General. Notices and all other communications contemplated by this COC Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by registered or certified mail, return receipt requested and postage prepaid. In the case of the Employee, mailed notices shall be addressed to him or her at the home address which he or she most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.

          (b) Notice of Termination by the Company. Any termination by the Company of the Employee’s employment with the Company at any time within eighteen (18) months following a Change of Control shall be communicated by a notice of termination to the Employee at least five (5) days prior to the date of such termination, given in accordance with Section 7(a) of this COC

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Agreement. Such notice shall indicate the specific termination provision or provisions in this COC Agreement relied upon (if any), shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision or provisions so indicated, and shall specify the termination date.

          (c) Notice by the Employee of Involuntary Termination by the Company. In the event the Employee determines that an Involuntary Termination has occurred at any time within eighteen (18) months following a Change of Control, the Employee shall give written notice that such Involuntary Termination has occurred as set forth in this Section 7(c). Such notice shall be delivered by the Employee to the Company in accordance with Section 7(a) of this COC Agreement within ninety (90) days following the date on which such Involuntary Termination occurred (or, if such Involuntary Termination occurred as a result of more than one event set forth in Section 3(b), within ninety (90) days following the latest of such events), shall indicate the specific provision or provisions in this COC Agreement upon which the Employee relied to make such determination and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for such determination. The failure by the Employee to include in the notice any fact or circumstance which contributes to a showing of Involuntary Termination shall not waive any right of the Employee hereunder or preclude the Employee from asserting such fact or circumstance in enforcing his or her rights hereunder.

     8. Miscellaneous Provisions.

          (a) No Duty to Mitigate. The Employee shall not be required to mitigate the amount of any payment contemplated by this COC Agreement (whether by seeking new employment or in any other manner), nor shall any such payment be reduced by any earnings that the Employee may receive from any other source.

          (b) Waiver. No provision of this COC Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Employee and by an authorized officer of the Company (other than the Employee). No waiver by either party of any breach of, or of compliance with, any condition or provision of this COC Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

          (c) Entire Agreement. The parties hereby terminate the Amended and Restated Change of Control Agreement dated ____________ between the Company and the Employee, and this Agreement supersedes in its entirety such Agreement. No agreements, representations or understandings (whether oral or written and whether express or implied) which are not expressly set forth in this COC Agreement have been made or entered into by either party with respect to the subject matter hereof.

          (d) Choice of Law. The validity, interpretation, construction and performance of this COC Agreement shall be governed by the laws of the State of California.

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          (e) Severability. The invalidity or unenforceability of any provision or provisions of this COC Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

          (f) Arbitration. Any dispute or controversy arising under or in connection with this COC Agreement shall be settled exclusively by arbitration in Alameda County, California, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. Punitive damages shall not be awarded.

          (g) No Assignment of Benefits. The rights of any person to payments or benefits under this COC Agreement shall not be made subject to option or assignment, either by voluntary or involuntary assignment or by operation of law, including (without limitation) bankruptcy, garnishment, attachment or other creditor’s process, and any action in violation of this subsection (g) shall be void.

          (h) Employment Taxes. Subject to Section 4, all payments made pursuant to this COC Agreement will be subject to withholding of applicable income and employment taxes.

          (i) Assignment by Company. The Company may assign its rights under this COC Agreement to an affiliate, and an affiliate may assign its rights under this COC Agreement to another affiliate of the Company or to the Company; provided, however, that no assignment shall be made if the net worth of the assignee is less than the net worth of the Company at the time of assignment. In the case of any such assignment, the term “Company” when used in a section of this COC Agreement shall mean the corporation that actually employs the Employee.

          (j) Counterparts. This COC Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

          IN WITNESS WHEREOF, each of the parties has executed this COC Agreement, in the case of the Company by its duly authorized officer, as of the Effective Date.

	SYBASE, INC.
	By
[Employee Name]		Daniel R. Carl
		Vice President, Secretary and General Counsel

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EX-99.4

Exhibit 99.4

FORM OF AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT

     This Amended and Restated Change of Control Agreement (the “COC Agreement”) is effective as of                      (the “Effective Date”) by and between                      (the “Employee”) and Sybase, Inc., a Delaware corporation (the “Company”).

RECITALS

     A. The Employee presently serves at the pleasure of the Board of Directors of the Company (the “Board”) as the                                          of the Company and performs significant strategic and management responsibilities necessary to the continued conduct of the Company’ s business and operations.

     B. The Employee and the Company previously entered into a                                          setting forth the benefits to which the Employee is entitled upon a Change of Control (as defined below) of the Company.

     C. The Board has determined that it remains in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.

     D. The Board believes that it is imperative to provide the Employee with certain benefits following a Change of Control which provide the Employee with enhanced financial security and are competitive in the marketplace.

     E. In order to accomplish the foregoing objectives, the Board has directed the Company, upon execution of this COC Agreement, to commit to the terms provided herein.

     F. Certain capitalized terms used in the COC Agreement are defined in Section 3 below.

     In consideration of the mutual covenants herein contained, and in consideration of the continuing employment of Employee by the Company, the parties agree as follows:

     1. Term of Employment. The Company and the Employee acknowledge that the Employee’s employment is at will, as defined under applicable law, except as may otherwise be provided under the terms of any written employment agreement between the Company and Employee, that is signed on behalf of the Company and now or hereafter in effect. If the Employee’s employment terminates for any reason, the Employee shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this COC Agreement, together with any written employment agreement then

in effect between Employee and the Company, and as may otherwise be available in accordance with the Company’s established written employee plans and written policies which are in effect at the time of termination or as required by law.

     2. Change of Control Benefits.

          (a) Upon the occurrence of a Change of Control, and regardless of whether Employee has been terminated, the Employee shall be entitled to receive pay in an amount equal to the sum of (A) twice the Employee’s annual base salary at the time of the Change of Control, plus (B) one and one-half times the average of (x) the annual cash bonus, if any, received or deferred by the Employee in respect of the most recently completed fiscal year (or, if such bonus, if any, has been earned but not yet received or deferred, the annual cash bonus, if any, to be received or deferred with respect to such fiscal year), and (y) the annualized annual cash bonus that Employee is then eligible to receive for the Company’s fiscal year in effect on the date of the Change of Control (which shall be calculated by annualizing the objective performance milestones based on the completed fiscal quarters in such fiscal year, and by assuming 100% “on target” satisfaction of any subjective performance milestones); provided, however, that if such Change in Control occurs prior to the completion of the first fiscal quarter, then, subject to the minimum payment obligation set forth below, Employee shall receive pay in the amount described in subsection (A) above plus one and one-half times the average of the annual cash bonuses, if any, received or deferred by the employee in respect of the two most recently completed fiscal years (or, if such bonus, if any, has been earned but not yet received or deferred with respect to the most recently completed fiscal year, the average of the prior fiscal year’s annual cash bonus and the annual cash bonus, if any, to be received or deferred with respect to the most recently completed fiscal year); provided further, however, notwithstanding the above, if the amount calculated under Clause (B) above is less than one and one-half times the Employee’s target annual incentive compensation for the Company’s fiscal year in effect at the time of the Change of Control (the “Current Year”), then the amount under Clause (B) shall instead be deemed to be one and one-half times the Employee’s target annual compensation for the Current Year. Any payments to which the Employee is entitled pursuant to this section shall be paid in a lump sum within thirty (30) days of the Change of Control. In addition, if within the eighteen (18) month period following any Change of Control the Employee’s employment terminates for any reason other than Cause, the Company shall be obligated for the twenty-four (24) month period following the date of termination to continue to make available to the Employee and to reimburse premiums for the Employee and his or her covered dependents within thirty (30) days of the premium due date for all health, dental, vision, life, dependent life, long-term disability, accidental death and dismemberment and other similar insurance plans existing on the date of the Employee’s termination; provided, however, that such reimbursements shall be delayed six months and one day from the date of Termination (and then paid in full in arrears) to the extent required to avoid the imposition of additional tax under Internal Revenue Code Section 409A (“Code Section 409A”). The Company shall “gross-up” Employee for any income and employment taxes required to be imputed by virtue of providing the benefits

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set forth in the preceding sentence, such that the net economic result to the Employee will be as if such benefits were provided on a tax-free basis. In addition, any outstanding equity awards (including but not limited to stock options, restricted stock, restricted stock units and stock appreciation rights) held by the Employee under the Company’s equity compensation plans, under the Company’s subsidiaries’ equity compensation plans and under the equity compensation plans of corporations that have merged with or into the Company shall automatically have its vesting accelerated (including, for restricted stock, accelerated lapse of a right of repurchase by the Company) as to 100% of the unvested portion of such equity awards on the date of the Change of Control.

          (b) Termination Apart from Change of Control. In the event of a Change of Control, Employee shall be entitled to the severance benefits specified in this COC Agreement and shall not be entitled to any other severance payments in connection with any termination of employment occurring within eighteen months following a Change of Control. If the Employee’s employment is terminated for any reason other than a Change of Control (e.g. more than 18 months after a Change of Control) then the Employee shall be entitled to receive severance and any other benefits only as may then be established under the Company’s existing written severance and benefit plans and written policies and under any written employment agreement in effect at the time of such termination or as is required by law.

          (c) Internal Revenue Code Section 409A. Notwithstanding any other provision of this Agreement, if the Employee is a “key employee” under Code Section 409A and a delay in making any payment or providing any benefit under this Agreement is required by Code Section 409A and any Treasury Regulations, and IRS guidance thereunder, or necessary in the good faith judgment of the Company, to avoid the Employee incurring additional tax under Section 409A, such payments shall not be made until the end of six (6) months following the date of the Employee’s separation from service in accordance with Code Section 409A. In the event any payment or the provision of any benefit to Employee is delayed by reason of this paragraph, in addition to the delayed payment or benefit, the Employee shall also be entitled to receive interest on the such payment or benefit determined using the rate in effect from time to time under Section 1274(b)(2)(B) of the Code.

     3. Definition of Terms. The following terms referred to in this COC Agreement shall have the following meanings:

          (a) Change of Control. “Change of Control” shall mean a (i) change in ownership of the Company, (ii) change in effective control of the Company, or (iii) change in the ownership of a substantial portion of the Company’s assets (with an asset value change in ownership exceeding more than 50% of the total gross fair market value replacing the 40% default rule), all as defined under Code Section 409A and the final Treasury Regulations thereunder.

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          (b) Cause. “Cause” shall mean (i) any act of personal dishonesty taken by the Employee in connection with his or her responsibilities as an employee and intended to result in substantial personal enrichment of the Employee, (ii) the conviction of a felony, (iii) a willful act by the Employee which constitutes gross misconduct and which is injurious to the Company, and (iv) continued violations by the Employee of the Employee’s obligations as an employee of the Company which are demonstrably willful and deliberate on the Employee’s part after there has been delivered to the Employee a written demand for performance from the Company which describes the basis for the Company’s belief that the Employee has not substantially performed his or her duties.

     4. Limitation on Payments. In the event that the severance and other benefits provided for in this COC Agreement or otherwise payable to the Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Employee’s severance benefits under Section 2(a)(i) shall be either

(i)	delivered in full, or
(ii)	delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the Excise Tax,

whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing in good faith by a “Big Four” national accounting firm selected by the Company (the “Accountants”), in good faith consultation with the Employee. In the event of a reduction in benefits hereunder, the Employee shall be given the choice of which benefits to reduce. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

     5. Remedy. If Employee’s benefits are reduced to avoid the Excise Tax pursuant to Section 4 hereof and, notwithstanding such reduction, the U.S. Internal Revenue Service (“IRS”) or other applicable taxing authority determines that Employee is liable for the Excise Tax as a result of the receipt of severance benefits from the Company, then Employee shall be obligated to pay to the Company (the “Repayment

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Obligation”) an amount of money equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that Employee’s net proceeds with respect to his or her severance benefits hereunder (after taking into account the payment of the Excise Tax imposed on such benefits) shall be maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax. If the Excise Tax is not eliminated through the performance of the Repayment Obligation, Employee shall pay the Excise Tax. The Repayment Obligation shall be discharged within 30 days of either (i) Employee entering into a binding agreement with the IRS or applicable taxing authority as to the amount of Excise Tax liability, or (ii) a final determination by the IRS or applicable taxing authority or a court decision requiring Employee to pay the Excise Tax from which no appeal is available or is timely taken.

     6. Successors.

          (a) Company’s Successors. Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) or to all or substantially all of the Company’s business and/or assets shall assume the obligations under this COC Agreement and agree expressly to perform the obligations under this COC Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this COC Agreement, the term “Company” shall include any successor to the Company’s business and/or assets which executes and delivers the assumption agreement described in this subsection (a) or which becomes bound by the terms of this COC Agreement by operation of law.

          (b) Employee’s Successors. The terms of this COC Agreement and all rights of the Employee hereunder shall inure to the benefit of, and be enforceable by, the Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

     7. Notice. Notices and all other communications contemplated by this COC Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by registered or certified mail, return receipt requested and postage prepaid. In the case of the Employee, mailed notices shall be addressed to him or her at the home address which he or she most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.

     8. Miscellaneous Provisions.

          (a) No Duty to Mitigate. The Employee shall not be required to mitigate the amount of any payment contemplated by this COC Agreement (whether by seeking new employment or in any other manner), nor shall any such payment be reduced by any earnings that the Employee may receive from any other source.

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          (b) Waiver. No provision of this COC Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Employee and by an authorized officer of the Company (other than the Employee). No waiver by either party of any breach of, or of compliance with, any condition or provision of this COC Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

          (c) Entire Agreement. The parties hereby terminate the Amended and Restated Change of Control Agreement dated                      between the Company and the Employee, and this Agreement supersedes in its entirety such Agreement. No agreements, representations or understandings (whether oral or written and whether express or implied) which are not expressly set forth in this COC Agreement have been made or entered into by either party with respect to the subject matter hereof.

          (d) Choice of Law. The validity, interpretation, construction and performance of this COC Agreement shall be governed by the laws of the State of California.

          (e) Severability. The invalidity or unenforceability of any provision or provisions of this COC Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

          (f) Arbitration. Any dispute or controversy arising under or in connection with this COC Agreement shall be settled exclusively by arbitration in Alameda County, California, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. Punitive damages shall not be awarded.

          (g) No Assignment of Benefits. The rights of any person to payments or benefits under this COC Agreement shall not be made subject to option or assignment, either by voluntary or involuntary assignment or by operation of law, including (without limitation) bankruptcy, garnishment, attachment or other creditor’s process, and any action in violation of this subsection (g) shall be void.

          (h) Employment Taxes. Subject to Section 4, all payments made pursuant to this COC Agreement will be subject to withholding of applicable income and employment taxes.

          (i) Assignment by Company. The Company may assign its rights under this COC Agreement to an affiliate, and an affiliate may assign its rights under this COC Agreement to another affiliate of the Company or to the Company; provided, however, that no assignment shall be made if the net worth of the assignee is less than the

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net worth of the Company at the time of assignment. In the case of any such assignment, the term “Company” when used in a section of this COC Agreement shall mean the corporation that actually employs the Employee.

          (j) Counterparts. This COC Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

          IN WITNESS WHEREOF, each of the parties has executed this COC Agreement, in the case of the Company by its duly authorized officer, as of the Effective Date.

	SYBASE, INC.
	By
[Employee Name]		Daniel R. Carl
		Vice President, Secretary and General Counsel

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