Exhibit 99.1
February 21, 2005
John S. Chen
Chairman, CEO & President
Sybase, Inc.
One Sybase Drive
Dublin, CA 94568
Dear John:
This is to inform you of your 2005 Executive Compensation as recommended by the Sybase, Inc. Compensation Committee and approved by the Board of Directors. The cash component of your new compensation is retroactive to January 1, 2005.
1. Cash Compensation
| | • | Annual base salary: $ 975,000
(paid semi-monthly at $40,625.00) |
| |
| | • | Annual incentive bonus target: 128% ($1,250,000) |
| |
| | • | Annual total target earnings: $2,225,000 |
Your annual bonus target will be based on Sybase, Inc. overall company performance as follows:
| | • | 50% on Sybase revenue of $820M |
| |
| | • | 50% on Sybase profit before taxes (PBT) of $164.6M |
Payment of annual incentive bonus will be based on following:
| | • | 70% at 95% of target performance |
| |
| | • | 100% at 100% |
| |
| | • | 3 for 1 after 100% (e.g. 130% at 110%) |
| | • | 80% at 80% of target performance |
| |
| | • | 100% at 100% |
| |
| | • | 3 for 1 after 100% (e.g. 130% at 110%) |
John Chen
Page 2
2. Long-Term Incentive
Sybase, Inc. Performance-based Restricted Stock:
• 375,000 shares
2005 Performance-Based Restricted Stock and Performance Share/Unit
Payout Program
| | | | | | | | | | | | | | | | | | | | | | | |
| Gate 1: In each of the three years, there needs to be positive cash flow from operations | | | | | |
| Gate 2: | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Component | | Weight | | | Growth | | | Threshold | | | | Payout Scale | |
| | | | | | | | | | | | | | | | Achievement | | | | Payout | |
Compounded Annual Growth
| | | | | | | | | | | | | | | | 100 | % | | | | 100 | % |
Rate in Revenue | | | 40 | % | | | 7.00 | % | | | 50 | % | | | | 50 | % | | | | 50 | % |
| | | | | | | | | | | | | | | | | <50 | % | | | no payout |
| | | | | | | | | | | | | | | | | | | | | |
Income Before Tax Growth Rate | | | 35 | % | | | 10.40 | % | | | 70 | % | | | | 100 | % | | | | 100 | % |
| | | | | | | | | | | | | | | | | 70 | % | | | | 70 | % |
| | | | | | | | | | | | | | | | | <70 | % | | | no payout |
| | | | | | | | | | | | | | | | | | | | | |
Total Shareholder Return
(based on S&P 400) | | | 25 | % | | Median | | | 90 | % | | | | 100 | % | | | | 100 | % |
| | | | | | | | | | | | | | | | | 90 | % | | | | 90 | % |
| | | | | | | | | | | | | | | | | <90 | % | | | no payout |
On behalf of the Board of Directors and our shareholders, let me take this opportunity to thank you for your continued strong leadership and contributions to Sybase, Inc.
Sincerely,
/s/ RICHARD C. ALBERDING
Richard C. Alberding
Chairman, Compensation Committee
Sybase, Inc Board of Directors
Cc: Nita White-Ivy
HR File
