Dollars in thousands, except share and per share data
EXHIBIT 10.2
February 9, 2004
John S. Chen
Chairman, CEO & President
Sybase, Inc.
One Sybase Drive
Dublin, CA 94568
Dear John:
This is to inform you of your 2004 Executive Compensation as approved by the Sybase, Inc. Compensation Committee and the Board of Directors at the February 4, 2004 meeting. The cash component of your new compensation is retroactive to January 1, 2004.
| 1. | Cash compensation |
| • | Annual base salary: $950,000 (Paid semi-monthly at $39,583.33) | |||
| • | Annual incentive bonus target: 122% ($1,160,000) | |||
| • | Annual total target earnings: $2,110,000 | |||
| Your annual bonus target will be based on Sybase, Inc. overall company performance as follows: |
| • | 50% on Sybase revenue of $817M | |||
| • | 50% on Sybase profit before taxes (PBT) of $172M | |||
| Payment of annual incentive bonus will be based on following: |
| a) | Sybase revenue: |
| • | 70% at 95% of target performance | |||
| • | 100% at 100% | |||
| • | 3 for 1 after 100% (e.g. 130% at 110%) | |||
| • | no cap | |||
| b) | Sybase PBT |
| • | 70% at 70% of target performance | |||
| • | 100% at 100% | |||
| • | 3 for 1 after 100% (e.g. 130% at 110%) | |||
| • | no cap | |||
Sybase, Inc.
One Sybase Drive
Dublin, CA 94568
John S. Chen
February 9, 2004
Page 2
| 2. | Long-Term Incentives |
| a) | Sybase Stock Options (with 4-year vesting): |
| • | 100,000 shares |
| b) | Sybase restricted Stock Option Grant (3-year cliff vest with performance acceleration, i.e. from 3-year cliff vest to 2-year cliff vest if Sybase meets its 2004 budgeted revenue): |
| • | 250,000 shares at $0.10 per share |
On behalf of the Board of Directors and our shareholders, let me take this opportunity to thank you for your continued strong leadership and contributions to Sybase, Inc.
Sincerely,
/S/ RICHARD C. ALBERDING
Richard C. Alberding
Compensation Committee Chairman and Board Member
cc: | Nita White-Ivy | |
| HR File |
