This Employment Agreement ("Agreement") is dated as of April 1, 1996 by and between Sybase, Inc., a
Delaware corporation ("Sybase" or "the Company") and MICHAEL H. FORSTER ("Employee").
A. Employee was hired by Sybase as of March 3, 1993 pursuant to the terms of an Employment Agreement
between Sybase and Employee dated January 21, 1994 ("Prior Employment Agreement").
B. Sybase and Employee now desire to amend and restate the terms of the Prior Employment Agreement on the
terms and conditions set forth in this Agreement.
NOW, THEREFORE, the parties hereby amend and restate in their entirety the terms and conditions of the Prior
Employment Agreement as follows:
1. Terms of Employment.
(a) Term. The term of Employee's employment shall be from April 1, 1996 through December 31, 1997
("Term"), unless expressly extended in a written document signed by both parties, or sooner terminated for Cause
as set forth in Section 7 below.
(b) Duties. Employee shall hold the title of Senior Vice President, Worldwide Field Sales Operations and shall
perform such functions and duties in such capacity as designated by the Company's Executive Vice President
Sales and Marketing or in his absence by the Chief Executive Officer or his designee (the "Company's Senior
Executive Officer"). Employee shall be a regular full-time employee and shall carry out his duties and
responsibilities in a diligent, competent and professional manner, all in accordance with the terms of this
(a) Employee shall be entitled to receive the following compensation:
(i) Base Salary. Employee's annual base salary shall be $370,000 ($15,416.67 payable on a semi-monthly
basis). Such initial base salary shall be subject to review and adjustment in accordance with the Company's
compensation policies then in effect. Employee will receive this base salary amount throughout the Term unless
sooner terminated for "Cause" as defined in Section 7 below.
(ii) Incentive Compen