Exhibit 99.2
January 31, 2006
Marty Beard
SVP, Corporate Development & Marketing
Sybase, Inc.
One Sybase Drive
Dublin, CA 94568
(Delivered by hand)
Dear Marty:
This is to inform you of your 2006 Executive Compensation as approved by the Sybase, Inc. Compensation Committee.
| | 1. | | Cash Compensation (effective January 1, 2006) |
| | • | | Annual base salary: $342,585 (paid semi-monthly at $14,274.38) |
| |
| | • | | Incentive Bonus Plan target: $212,403 (% of your TTE ) |
| |
| | • | | Total target earnings (TTE): $554,988 |
| | | | Your incentive bonus target will be based on Sybase, Inc. overall company performance as follows: |
| | • | | 50% on Sybase revenue of $879 M |
| |
| | • | | 50% on Sybase profit before taxes (PBT) of $194.3 M |
| | | | Payment of annual incentive bonus will be based on following: |
| | • | | 70% at 93% of target performance |
| |
| | • | | 100% at 100% |
| |
| | • | | 3 for 1 after 100% (e.g. 130% at 110%) |
| |
| | • | | Not to exceed 400% of target bonus |
| | • | | 80% at 80% of target performance |
| |
| | • | | 100% at 100% |
| |
| | • | | 3 for 1 after 100% (e.g. 130% at 110%) |
| |
| | • | | Not to exceed 300% of target bonus |
Marty Beard
January 31, 2006
Page 2
| | a) | | Sybase Performance-based Restricted Stock : (Attachment A) |
| | • | | 12,580 shares (3-year performance period) |
| | b) | | Sybase Restricted Stock: |
| | • | | 5,032 shares (3-year cliff vest) |
| | c) | | Time Vested Stock Appreciation Rights (SARs) to be settled in Sybase Stock per attached information: (Attachment B) |
| | • | | 27,966 stock appreciation rights (4-year service vest) |
I also want to take this opportunity to thank you for your contributions in 2005. I look forward to your support and contributions in 2006.
Sincerely,
/s/ John S. Chen
John S. Chen
Chairman, CEO and President
