Sybase (SY)

For Mr. Beard, the primary goals and objectives that were used to assess his performance related to his leadership and growth of the Sybase 365 business. The CEO evaluated actual performance relative to revenue and margin goals, revenue and market share growth, and considered other non-financial factors to determine actual compensation increases. As a result of this evaluation, the CEO recommended Mr. Beard’s base salary increase to $388,560 as of January 1, 2008.

For Dr. Nathan, the primary goals and objectives that were used to assess his performance related to his leadership of the Marketing Group and included performance in the areas of Sybase revenue growth, license revenue, specific product revenues, successful product launches, readiness of new products for deployment, customer satisfaction, integration of new products and technology, employee development, and operating margin. The CEO evaluated actual performance relative to these goals and considered the other non-financial factors to determine actual compensation increases. As a result of this evaluation, the CEO recommended Dr. Nathan’s base salary increase to $402,031 as of January 1, 2008.

For Mr. Ross, the primary goals and objectives that were used to assess his performance is directly related to his leadership of the Finance and Administrative functions. In particular, the CEO evaluated his performance in the management and operation of the Treasury, Investor Relations, Accounting, Financial Planning, Internal Audit and Controls, Real Estate and Facilities, and Public Reporting functions. The CEO evaluated actual performance relative to these goals and considered other factors to determine actual compensation increases. As a result of this evaluation, the CEO recommended the base salary be increased to $338,000 as of January 1, 2008.

the members of the senior management team, other than Mr. Ross and Mr. Jensen, who were promoted in 2007,received base salary increases ranging from 0% to 8%. Mr. Chen’s base salary was not increased in 2007. Other than the CEO, base salary comprised approximately 25% to 36% of the Named Executive Officers’ total target direct compensation in 2007. The CEO’s base salary comprised approximately 16% of his total target direct compensation in 2007. See the “Summary Compensation Table” on page 32 for the base salary paid to the CEO and other Named Executive Officers in 2007.

For Mr. Chen, the Board of Directors establishes Measures of Performance (MOPs) to evaluate the performance of Mr. Chen. The MOPs are not individually weighted, but performance of Mr. Chen relative to these goals is evaluated in aggregate and considered in the decision to determine compensation for the year. The goals for evaluation of his performance were related to key financial and non-financial elements of Sybase strategy. In addition, the CEO had goals that included revenue growth by product segment, business segment synergies, channel revenue growth, and customer and workplace leadership. As a component of his evaluation, the Board considered the Company’s strong performance in 2006.The Board recognized that expectations were exceeded for revenue and earnings, record cash flow from operations was achieved, Sybase successfully completed the acquisition of Mobile 365 (now known as Sybase 365), and new mobility products were developed and successfully released.

Notwithstanding this high level of performance, the Committee maintained Mr. Chen’s current level of base salary and targeted annual cash incentive and reduced the value of his 2007 long-term incentive grant by approximately 18% compared to his 2006 grant. The Committee generally maintained the emphasis on performance-based elements in Mr. Chen’s compensation program to reward Mr. Chen for increases in long-term shareholder value and to preserve the “at risk” nature of his compensation.

For Mr. Capelli, the primary goals and objectives that were used to assess his performance set his compensation included revenue growth across multiple segments (revenue from product sales, commercial consulting fees, license revenue, and maintenance revenue), operating margin and expense control, and goals relating to sales force and marketing development. The CEO evaluated actual performance relative to these goals and considered other factors to determine actual compensation increases. As a result of this evaluation, the CEO recommended Mr. Capelli’s base salary increase to $415,800.

For Mr. Beard, the primary goals and objectives that were used to assess his performance related to his promotion and leadership of the Sybase 365 business. The CEO evaluated actual performance relative to revenue and margin goals and considered the other non-financial factors to determine actual compensation increases. As a result of this evaluation, the CEO recommended Mr. Beard’s base salary increase to $363,140.

For Dr. Nathan, the primary goals and objectives that were used to assess his performance related to his leadership of the Marketing Group and included performance in the areas of license revenue growth, Sybase revenue growth and Sybase profit before tax, successful product launches, readiness of new products for deployment, customer satisfaction, integration of new products and technology, employee development, and operating margin. The CEO evaluated actual performance relative to these goals and considered the other non-financial factors to determine actual compensation increases. As a result of this evaluation, the CEO recommended Dr. Nathan’s base salary increase to $386,568.

For Mr. Van der Vorst, the primary goals and objectives that were used to assess his performance related to his leadership of the Finance and IT functions. In particular, the CEO evaluated his performance in the management and operation of the Treasury, Investor Relations, Information Technology, Accounting, Financial Planning, Internal Audit and Controls and Public Reporting functions. The CEO evaluated actual performance relative to these goals and considered other factors to determine actual compensation increases. As a result of this evaluation, the CEO recommended the base salary be increased to $378,206. In November 2007, Mr. Van der Vorst transitioned to become Senior Vice President and General Manager

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