Exhibit 99.3
January 31, 2006
Raj Nathan
SVP, Information Technology & Solutions Group
Sybase, Inc.
One Sybase Drive
Dublin, CA 94568
(Delivered by hand)
Dear Raj:
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: $368,160 (paid semi-monthly at $15,340.00) |
| |
| | • | | Incentive Bonus Plan target: $250,349 (40.48% of your TTE) |
| |
| | • | | Total target earnings (TTE): $618,509 |
| | | | Your Incentive Bonus Plan payout will be based on the following ITSG metrics: |
| | a) | | 25% on Achievement of Sybase revenue of $879 M |
| | • | | 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 |
| | b) | | 25% on Achievement of Sybase PBT of $194.3 M |
| | • | | 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 |
| | c) | | 30% on Achievement of ASE, IQ and MA License Revenue of $ 151 M |
| | • | | 70% at 90% of target performance |
| |
| | • | | Linear payout from 70.1% to 100% at 90.1% to 100% performance |
| |
| | • | | Linear payout after 100% and not to exceed 200% |
| | d) | | 20% on Achievement of IPG Revenue of $ 786.2M |
| | • | | 70% at 90% of target performance |
| |
| | • | | Linear payout from 70.1% to 100% at 90.1% to 100% performance |
| |
| | • | | Linear payout after 100% and not to exceed 200% |
Raj Nathan
January 31, 2006
Page 2
| | a) | | Sybase Performance-based Restricted Stock: (Attachment A) |
| | • | | 14,867 shares (3-year performance vesting) |
| | b) | | Sybase Restricted Stock: |
| | • | | 5,947 shares (3-year cliff vest) |
| | c) | | Time Vested Stock Appreciation Rights (SARs) to be settled in Sybase Stock per attached information: (Attachment B) |
| | • | | 33,051 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
