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                                                                   EXHIBIT 10.40

February 10, 2003

Pieter Van der Vorst
SVP and CFO
Sybase, Inc.
One Sybase Drive
Dublin, CA 94568
(Delivered by hand)

Dear Pieter:

Each year, Sybase works with various external consultants to conduct extensive
survey and analysis of prevailing market practice, competitive data from select
companies in the local software industry with which we compete for talents, and
Sybase's internal compensation equity. This year, our Corporate Human Resources
worked with AON/Radford, KPMG and Watson Wyatt executive compensation
consultants to present a well-researched and extraordinarily thorough review of
our Section 16(b) officers' cash compensation, incentive bonus/variable
compensation, stock/long-term incentive and executive benefit programs. Based on
the aforementioned analysis and your individual performance against your 2003
objectives, I have recommended to the Compensation Committee and the Board of
Directors your 2003 total executive compensation. It is my belief that our
executive compensation should not only be competitive in the industry but it
should also always support the achievement of Sybase's performance objectives to
maintain alignment with shareholder interests.

I am pleased to inform you of your 2003 Executive Compensation as approved by
the Sybase, Inc. Compensation Committee and the Board of Directors at the
February 5, 2003 meeting.

         1.   Cash Compensation (effective January 1, 2003)

                  -  Annual base salary: $ 324,850
                     (paid semi-monthly at $13,535.42)

                  -  Incentive bonus target: 73% ($ 237,500 )

                  -  Total target earnings (TTE): $ 562,350

              Your incentive bonus target will be based on Sybase, Inc.
              overall company performance as follows:

                  -  50% on Sybase revenue of $865M

                  -  50% on Sybase profit before taxes (PBT) of $162M

              Payment of annual incentive bonus will be based on following:

                a)   Sybase revenue:

                     -  70% at 95% of target performance

                     -  100% at 100%

                     -  3 for 1 after 100% (e.g. 130% at 110%)

                     -  no cap

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Pieter Van der Vorst
February 10, 2003
Page 2

                      b) Sybase PBT

                         -  70% at 70% of target performance

                         -  100% at 100%

                         -  3 for 1 after 100% (e.g. 130% at 110%)

                         -  no cap

2.       Long-term Incentives

                (a) Sybase Stock Option Grant (with 3-year vesting):

                         -  25,000 shares at February 10, 2003 strike price.

                (b) Sybase Restricted Stock Grant (with 3-year vesting)

                         -  15,000 shares at $0.10 per share.

3.       New Executive Benefit Program

         I am also excited to announce a new Executive Financial Planning and
         Services Program for our Section 16 officers that will reimburse you
         for up to $10,000 of fees paid by you to a third party in 2003 for tax
         preparation, insurance planning, investment planning, retirement
         planning and/or estate planning services undertaken on your behalf. You
         may select your own provider for these services. Alternatively, for
         most of these services, you may use KPMG with whom we have negotiated
         reduced rates. If you choose to use KPMG, you are free to use them for
         some of the services, while retaining different providers for other
         services.

         The amount of the reimbursement paid to you will be grossed up for
         federal and state income tax purposes. To the extent that you do not
         fully utilize the allowable reimbursement amount during 2003, you will
         not be entitled to any cash payment of the balance nor will you be able
         to utilize it in subsequent years.

         You will need to provide detailed invoices from the third party
         provider showing the specific services rendered in order to obtain
         reimbursement. You need to submit the invoices to the Vice President of
         Worldwide Human Resources for processing.

         In selecting your provider(s), it is important to do so in a manner
         that is consistent with the philosophy of our Conflict of Interest
         Policy. Therefore, you should not retain (1) a family member or other
         party with whom you have a significant relationship, or (2) a close
         business associate of such a person. As noted in the Conflict of
         Interest Policy, examples of "significant relationships" that extend
         beyond family include domestic partners, dating relationships, and
         business partnerships.

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Pieter Van der Vorst
February 10, 2003
Page 3

         Note that KPMG is not able to finalize estate planning documents.
         Should you want such services, you will need to retain your own
         attorney. The HR Department does have a list of estate planning
         attorneys who have been recommended to the HR Department by various
         people. If you would like to review such list, you can contact Nita
         White-Ivy. However. Sybase has NOT undertaken a review of the
         qualifications of the attorneys on this list and does NOT endorse or
         recommend any particular attorney(s). You should do your own due
         diligence when selecting an attorney.

         I trust that this new financial planning and services program will be a
         great benefit for you and your family.

Lastly, I want to thank you for your contributions last year. Enclosed is your
incentive bonus check for 2002.

As we all experienced, 2002 was an economically challenging year. However, we
did well compared to the rest of the software industry. We generated more than
$164M in cash from operations and increased pro-forma operating margins to 16%.
Our integration products gained further traction as Sybase continued to redefine
the middleware market with end-to-end solutions, from data management to mobile
and wireless. The company has achieved an enviable market position and our
strength clearly reflects all the hard work and long hours everybody has put in.
It is expected that 2003 will be a more challenging year. Therefore, we cannot
rest on our laurels. It is imperative that we remain focused, committed, and
ever vigilant to ensure that nothing gets in the way of achieving our revenue
and margin numbers for Sybase's continued success. Do remember the partners.

I look forward to your continuing commitment.

Sincerely,

/S/ JOHN CHEN

John S. Chen
Chairman, CEO and President

Encl: 2002 payout check
JSC:  el
CC:   HR File