1996 STOCK PLAN
(as amended March 26, 1999)
1. Purposes of the Plan. The purposes of this Stock Plan are:
- to attract and retain the best available personnel for positions of substantial responsibility,
- to provide additional incentive to Employees and Consultants, and
- to promote the success of the Company's business.
Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined
by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan.
2. Definitions. As used herein, the following definitions shall apply:
(a) "Administrator" means the Board or any of its Committees as shall be administering the Plan, in accordance
with Section 4 of the Plan.
(b) "Applicable Laws" means the legal requirements relating to the administration of stock option, restricted stock
and incentive stock plans under state corporate and securities laws and the Code.
(c) "Board" means the Board of Directors of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as amended.
(e) "Committee" means a Committee appointed by the Board in accordance with Section 4 of the Plan.
(f) "Common Stock" means the Common Stock of the Company.
(g) "Company" means Sybase, Inc.
(h) "Consultant" means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to
render services and who is compensated for such services. The term "Consultant" shall not include Directors who
are paid only a director's fee by the Company or who are not compensated by the Company for their services as
(i) "Continuous Status as an Employee or Consultant" means that the employment or consulting relationship with
the Company, any Parent, or Subsidiary, is not interrupted or terminated.
Continuous Status as an Employee or Consultant shall not be considered interrupted in the case of (i) any leave of
absence approved by the Company or
(ii) transfers between locations of the Compan