1992 DIRECTOR OPTION PLAN
(as amended February 3, 1999)
1. Purposes of the Plan. The purposes of this 1992 Director Option Plan are to attract and retain the best
available personnel for service as Outside Directors (as defined herein) of the Company, to provide additional
incentive to the Outside Directors of the Company to serve as Directors, and to encourage their continued
service on the Board.
All options granted hereunder shall be "non-statutory stock options."
2. Definitions. As used herein, the following definitions shall apply:
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Common Stock" means the Common Stock of the Company.
(d) "Company" means Sybase, Inc., a Delaware corporation.
(e) "Continuous Status as a Director" means the absence of any interruption or termination of service as a
(f) "Director" means a member of the Board.
(g) "Employee" means any person, including officers and Directors, employed by the Company or any Parent or
Subsidiary of the Company. The payment of a Director's fee by the Company shall not be sufficient in and of
itself to constitute "employment" by the Company.
(h) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(i) "Fair Market Value" means, as of any date, the value of Common Stock determined as follows:
(i) If the Common Stock is listed on any established stock exchange or a national market system, including
without limitation the National Market System of the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ") System, the Fair Market Value of a Share of Common Stock shall be the closing sales
price for such stock (or the closing bid, if no sales were reported) as quoted on such system or
exchange (or the exchange with the greatest volume of trading in Common Stock) on the date of grant, as
reported in the Wall Street Journal or such other source as the Board deems