1991 AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
(As amended on January 21, 1997)
This Amended and Restated Sybase, Inc. 1991 Employee Stock Purchase Plan (the "Plan") is designed to
encourage and assist employees of Sybase, Inc. ("Sybase") and participating subsidiaries (together, the
"Company") to acquire an equity interest in the Company through the purchase of shares of Sybase common
stock (the "Common Stock").
The Plan shall be administered by the Board of Directors of Sybase (or a committee of "disinterested" directors
no fewer in number than required by Rule 16b-3 of the Securities and Exchange Commission ("Rule 16b-3") as
in effect with respect to the Company from time to time, which in either case is referred to as the "Board") in
accordance with Rule 16b-3. The Board may from time to time select a committee or persons (the
"Administrator"), to be responsible for any matters for which a "disinterested administrator" is not required by
Rule 16-b. Subject to the express provisions of the Plan, to the overall supervision of the Board, and to the
limitations of Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"), the Administrator
may administer and interpret the Plan in any manner it believes to be desirable, and any such interpretation shall
be conclusive and binding on the Company and all participants.
3. Number of Shares
(a) The Company has reserved for sale under the Plan 6,000,000 shares of Common Stock (after giving effect to
the November 1993 2-for-1 stock split) less any shares sold under the Sybase 1991 Amended and Restated
Foreign Subsidiary Employee Stock Purchase Plan. Shares sold under the Plan may be newly issued shares or
shares reacquired in private transactions or open market purchases, but all shares sold under the Plan, regardless
of source, shall be counted against the 6,000,000 share limitation.
(b) In the event of any reorganization, recapitalization, stock split, rever