Date: December 17, 1997 Principal Amount: U.S. $200,000.00
FOR VALUE RECEIVED, receipt of which is hereby acknowledged, Richard N. LaBarbera, an individual who
resides at 1619 Orvieto Court, Pleasanton, California 94566, in the County of Contra Costa (the "Maker"),
promises to pay Sybase, Inc., a corporation incorporated in the State of Delaware, (the "Holder"), with its
principal offices located at 6475 Christie Ave., Emeryville, CA 94608, the principal sum of $200,000.00, with
interest as specified herein.
The principal and accrued interest shall be due and payable on March 1, 2001, except as provided otherwise
below. The principal amount of this Note shall bear interest at the rate of six percent (6%) per annum.
This Note is made by the Maker who is a full time management employee of the Holder.
If the Maker remains as an employee of the Holder for a period of three years from the date of the Note, the
Holder shall forgive the payment of interest and the Note shall be interest free. If the Maker resigns from the
employment of the Holder for any reason or is terminated for cause by the Holder within a period of three years
from the date of the Note, the principal and accrued interest of the Note shall become immediately due and
payable to the Holder. In such an event, the Maker represents and agrees that the Holder will be entitled to
deduct from any final pay, bonus, commission or other compensation (the "Final Pay") which is at the time of the
termination of employment earned but not yet paid the portion of the principal and interest due on the Note up to
the amount of the Final Pay. If prior to the third anniversary of this Note the Holder is laid-off, reduced in force,
or his position within Sybase, Inc. is eliminated and he is not offered a comparable position by the Holder, the
Note will be interest free.
Should (i) default be made in the payment of principal or interest or (ii) Maker apply for or consent to the
appointment of any receiver, truste