$100,000 Emeryville, California January 2, 1998
For value received, Eric L. Miles ("Miles"), promises to pay to Sybase, Inc., a Delaware corporation, or order
("Payee"), at 6475 Christie Avenue, Emeryville, California 94608, the sum of One Hundred Thousand Dollars
(U.S. $100,000), with interest in arrears on the unpaid balance at the rate of seven percent (7%) per annum.
Interest shall compound annually, and accordingly, on each anniversary of the date of this Note, accrued interest
shall be added to the principal amount of this Note. Twenty five thousand (U.S. $25,000) of principal shall be
forgiven on each anniversary of the date of this Note, provided Miles is an employee of Sybase, Inc. as of such
date. On the date Miles' employment with Sybase, Inc. terminates for any reason, the full amount of unpaid
principal and all accrued and unpaid interest shall become immediately due and payable.
Principal and accrued interest not paid when due shall bear interest in arrears at the rate of ten percent (10%) per
annum, compounded monthly, from the date such amounts became due until paid. Notwithstanding any other
provisions of this Note or any document or instrument executed or delivered in connection with this Note,
interest, fees and the like shall not exceed the maximum rate permitted by applicable law.
Should (i) default be made in the payment of principal or interest or (ii) Miles apply for or consent to the
appointment of any receiver, trustee or similar officer for it or for all or any substantial part of its property or
institute any bankruptcy, insolvency, or similar proceeding relating to it under the laws of any jurisdiction, or any
such proceeding be instituted against Miles and is not dismissed within 60 days the Payee may, at its election,
declare the entire principal and accrued interest balance hereof immediately due and payable.
Miles hereby waives grace, presentment, demand, protest, notice of dishonor, notice of delinquency, notice of