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                                                                   EXHIBIT 10.37

                          SUMMARY PLAN DESCRIPTION FOR
                            SABBATICAL LEAVE PLAN OF
                                  SYBASE, INC.

                    (AMENDED AND RESTATED AS OF MAY 1, 2003)

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                      SABBATICAL LEAVE PLAN OF SYBASE, INC.

                    (AMENDED AND RESTATED AS OF MAY 1, 2003)

1.       Introduction.

         This Plan hereby amends and restates the Sabbatical Leave Plan of
Sybase, Inc. (originally effective as of October 22, 1990) in its entirety. This
document (a) sets forth the terms and conditions of the Plan, which will govern
any Sabbatical Leave that begins (or continues) on or after May 1, 2003; and (b)
terminates all future accruals of benefits under the Plan as of April 30, 2003.

         The purpose of this Plan is to establish a uniform basis for providing
paid sabbatical leaves to eligible employees of Sybase and certain of its
affiliates. This document is both the written instrument under which the Plan is
maintained and its summary plan description. Plan benefits payable to Members
employed or residing in California are funded by the Trust established under the
Trust Agreement for the Plan. The Plan and Trust together are intended to be a
tax-exempt voluntary employees' beneficiary association (as defined in section
501(c)(9) of the Code) and an employee welfare benefit plan (as defined in
section 3(1) of ERISA).

2.       Definitions.

         2.1      "Approving Authority" means (a) an authorized representative
of Sybase's Human Resources Department as designated by the Vice President of
Human Resources, and (b)(1) both the individual to whom a Member reports and the
Vice President in charge of his or her department; or (2) the officer to whom
the Member reports, in the case of a Vice President or other more senior
officer; or (3) the Board of Directors of Sybase, in the case of the Chairman or
Chief Executive Officer of Sybase.

         2.2      "Base Compensation" means a Member's regular base salary,
excluding commissions, incentive compensation, bonuses and other irregularly
paid compensation items.

         2.3      "Code" means the Internal Revenue Code of 1986, as amended
from time to time, or any successor or similar statute hereafter enacted.

         2.4      "Employer" means Sybase, Inc., and any other subsidiary or
affiliate of Sybase, or any trade or business acquired by Sybase, that Sybase
may designate in writing from time to time as an Employer under the Plan.

         2.5      "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, or any successor or similar statute
hereafter enacted.

         2.6      "Fiduciary" means a person who is a fiduciary with respect to
the Plan (within the meaning of section 3(21) of ERISA).

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         2.7      "Member" means any regular full-time or part-time employee of
an Employer who is employed in the United States. Any employee who was employed
by an Employer as an Intern or Co-op before January 1, 1999 and who becomes a
regular employee without incurring a break in service of one year (365 days) or
more, will be treated as a Member as of his or her most recent hire date as an
Intern or Co-op. However, the term "Member" shall not include any employee (a)
who is scheduled to work less than 20 hours a week, or (b) who works on an
"on-call" or "as needed" basis. Notwithstanding the foregoing, no employee shall
become a Member after April 30, 2003.

         2.8      "Plan" means the Sabbatical Leave Plan of Sybase, Inc. (as
amended and restated effective as of May 1, 2003), as set forth in this
instrument and as heretofore or hereafter amended from time to time.

         2.9      "Plan Administrator" means Sybase.

         2.10     "Plan Year" means the calendar year.

         2.11     "Sabbatical Leave" means a period of time:

                  (a)      For which a Member while remaining an employee of an
         Employer receives payment from the Trust, in the case of Members
         employed or residing in California, or from the Employer, in the case
         of all other employees, at the rate of Base Compensation described in
         Section 4.4.1; and

                  (b)      During which the Member may engage in any activity of
         his or her choice, other than any gainful employment. Notwithstanding
         the foregoing restriction, the Approving Authority and the Vice
         President, Human Resources may in their joint discretion permit a
         Member to engage in gainful employment while on Sabbatical Leave,
         consistent with the Sybase "Conflicts of Interest" policy.

         2.12     "Service" means the period beginning on the most recent date
on which an employee became a Member pursuant to Section 2.7 and ending on the
effective date of the termination of his or her status as a Member. Service
completed before the date an affiliate of Sybase becomes an Employer will be
included for such affiliate only to the extent specified by Sybase in writing.

                  (a)      Service includes only periods of employment with an
         Employer as a Member and excludes all periods of employment with other
         affiliates of Sybase, except to the extent specified by Sybase in
         writing. If a Member (i) transfers to a Sybase affiliate, and (ii) is
         compensated on the Sybase affiliate's payroll, and if the Sybase
         affiliate offers sabbatical leave, then Service credit under this Plan
         shall continue to be earned, but no Service credit with respect to the
         affiliate sabbatical plan will be earned. If such Member transfers to a
         Sybase affiliate which does not offer sabbatical leave, then earned
         Service credit under this Plan shall be suspended until the Member
         returns to the payroll of Sybase or another affiliate which offers
         sabbatical leave.

                  (b)      A Member's Service credit will be cancelled when his
         or her employment with Sybase and all its affiliates terminates and
         will not be restored in the event of rehire,

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         unless the Member is rehired by an Employer as a Member within 12
         months of his or her termination effective date. Service credit will
         not be given for the days between the termination effective date and
         the date of rehire.

                  (c)      A maximum of 90 days of Service will be credited for
         any period of approved paid or unpaid absence from active employment
         (other than vacation or Sabbatical Leave). Service will be credited for
         any period of military or other legally mandated leave of absence in
         accordance with legal requirements.

         2.13     "Sybase" means Sybase, Inc., and any successor by merger,
acquisition or otherwise that assumes the obligations of Sybase under the Plan.

         2.14     "Trust" means the trust established by the Trust Agreement.

         2.15     "Trust Agreement" means the agreement entered into by and
between Sybase and the Trustee to provide Sabbatical Leave payments to Members
employed or residing in California under the Plan.

         2.15     "Trustee" means one or more banks or other Fiduciaries
appointed by Sybase to hold and administer Plan assets under the Trust Agreement
for the exclusive benefit of the Members, subject to the provisions of the Plan.

3.       Eligibility for Sabbatical Leave.

         3.1      General Eligibility Rules. A Member is eligible for a
Sabbatical Leave, in the amount and for the duration specified in Section 4,
only if he or she is a Member on the day before the first day of the Sabbatical
Leave.

         3.2      Eligibility Date. A Member becomes eligible for a Sabbatical
Leave:

                  (a)      On the date the Member completes five (5) full years
         of Service, measured from (1) his or her most recent date of hire by an
         Employer including any adjustments made for breaks in service of less
         than 365 days, or (2) to the extent specified by Sybase in writing; and

                  (b)      On the date the Member completes each additional five
         (5) full years of Service, measured from the first date of his or her
         most recent Sabbatical Leave eligibility period;

provided, however, that no Member shall become eligible for more than one
Sabbatical Leave after April 30, 2003.

         3.3      Scheduling and Process.

                  (a)      The scheduling of a Member's Sabbatical Leave is
         based on the Member's preference, the Employers' business requirements,
         and the timing of Sabbatical Leaves scheduled by other Members. The
         Member must submit a Leave/Termination Request (" LTR") Form, setting
         forth the proposed timing of a Sabbatical Leave, and must use

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         reasonable efforts to submit his or her completed LTR Form to the
         Approving Authority and to Sybase's Human Resources Department at least
         14 days before the proposed start date of the Sabbatical Leave. The
         Approving Authority will decide whether the Member's proposed timing of
         a Sabbatical Leave is consistent with the Employer's business
         requirements. The Approving Authority's decision will be final, binding
         and conclusive and is not subject to review under the claims and appeal
         procedures of Section 7.

                  (b)      Except as specified in Section 4.2, no extensions of
         the 12-month eligibility period will be granted, whether to accommodate
         business requirements or for any other reason.

                  (c)      If vacation time will be used to supplement
         Sabbatical Leave, it must be indicated on the LTR. Accrued but unused
         vacation may not be cashed out for use during the Sabbatical Leave.

                  (d)      When the Member returns from Sabbatical Leave, an LTR
         must be completed by the Business Unit HR Representative indicating the
         Member's return date. The return LTR must be submitted to the Records
         Department in Human Resources.

                  (e)      Notwithstanding paragraph (b) above, if a Member is
         unable to take Sabbatical Leave in one uninterrupted period due to
         business reasons, the business reason(s) must be clearly stated on the
         LTR and must be approved by the Member's manager and Business Unit HR
         Representative. Sabbatical Leave may not be split into more than two
         (2) three (3)-week increments and must be used within the 12-month
         eligibility period.

4.       Duration, Expiration and Payment.

         4.1      Duration.

                  (a)      On the date a Member becomes eligible under Section
         3.2, the Member will be eligible for a Sabbatical Leave as follows:

                           (1)      If the Member's most recent period of
                  employment with an Employer began after December 31, 2001, his
                  or Sabbatical Leave will be:

                                    (A)      Four (4) calendar weeks; multiplied
                           by

                                    (B)      A fraction, of which (i) the
                           numerator is the number of days of Service the Member
                           completed before May 1, 2003 and (if applicable)
                           after the date he or she became eligible for his or
                           her most recent Sabbatical Leave, and (ii) the
                           denominator is one thousand eight hundred twenty-six
                           (1826). Any fraction of a day shall be rounded up if
                           greater than 0.50 shall be rounded up to provide a
                           whole day and any fraction which is 0.50 or less
                           shall be rounded down to eliminate the resulting
                           fraction.

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                           (2)      If the Member's most recent period of
                  employment with an Employer began before January 1, 2002, his
                  or Sabbatical Leave will be:

                                    (A)      Six (6) calendar weeks; multiplied
                           by

                                    (B)      A fraction, of which (i) the
                           numerator is the number of days of Service the Member
                           completed before May 1, 2003 and (if applicable)
                           after the date he or she became eligible for his or
                           her most recent Sabbatical Leave, and (ii) the
                           denominator is one thousand eight hundred twenty-six
                           (1826). Any fraction of a day shall be rounded up if
                           greater than 0.50 shall be rounded up to provide a
                           whole day and any fraction which is 0.50 or less
                           shall be rounded down to eliminate the resulting
                           fraction.

                  (b)      If the Member became eligible for a Sabbatical Leave
         before May 1, 2003 (a "Transition Member") and the 12-month eligibility
         period has not expired (under the rules in effect under Section 3.3(b)
         as in effect when the 12-month period began), his or her Sabbatical
         Leave shall be six (6) weeks, less the number of days of the Sabbatical
         Leave he or she had taken prior to May 1, 2003. Before July 1, 2003, a
         transition Member may elect (by providing notice to, and in the manner
         specified by, the Plan Administrator) to forfeit the remainder of his
         or her unused Sabbatical Leave in exchange for a lump sum payment equal
         to fifty percent (50%) of the amount that would have been paid if he or
         she had instead taken his or her entire unused Sabbatical Leave.

                  (c)      A Member must use his or her Sabbatical Leave in a
         single uninterrupted period, unless approved in advance in accordance
         with Section 3.3(e).

         4.2      Expiration.

                  (a)      General Rules. A Member's eligibility for a
         Sabbatical Leave will terminate if he or she does not begin the
         Sabbatical Leave during the 12-month period that begins on the first
         date of his or her Sabbatical Leave eligibility period under Section
         3.2, provided that extensions will be honored if granted prior to May
         1, 2003 under the rules in effect under Section 3.3(b) as then in
         effect.

                  (b)      International Assignments.

                           (1)      If a Member becomes eligible for Sabbatical
                  Leave while on temporary assignment outside of the United
                  States, the Member's eligibility for a Sabbatical Leave will
                  not terminate until 12 months after the date the foreign
                  assignment ends.

                           (2)      A Member may not take Sabbatical Leave while
                  on temporary foreign assignment unless the Leave is scheduled
                  as provided in Section 3.3 and approved by both the Approving
                  Authority and management at the foreign location.

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                           (3)      If a Member is on a foreign assignment and
                  being paid on the U.S. payroll, the Member's period of
                  employment in that status will continue count as Service in
                  determining his or her eligibility for Sabbatical Leave.

                           (4)      If a Member is on foreign assignment and
                  being paid on the local payroll, the Member's period of
                  employment in that status will continue count as Service in
                  determining his or her eligibility for Sabbatical Leave only
                  if the foreign location also provides a sabbatical benefit for
                  local employees.

                           (5)      In the event that the foreign assignment is
                  in a foreign location that does not offer a sabbatical benefit
                  for local employees, the Member's period of employment in that
                  status will not count as Service in determining his or her
                  eligibility for Sabbatical Leave. When the Member returns to
                  the U.S. or moves to a foreign assignment and is paid on (i)
                  the U.S. payroll, or (ii) a local payroll in a foreign
                  location which provides a sabbatical benefit for local
                  employees, the date the Member returns to that payroll will be
                  used as the commencement date for counting the Member's period
                  of employment in that status as Service in determining his or
                  her eligibility for Sabbatical Leave.

         4.3      Forfeiture. A Member's eligibility to take his or her unused
Sabbatical Leave will be forfeited at the earlier of:

                  (a)      The last day of the initial 12-month period described
         in Section 4.2 (or any extension thereof approved in accordance with
         Section 4.2);

                  (b)      The date payment is made in lieu of a Sabbatical
         Leave pursuant to Section 4.1(b);

                  (c)      The date the Member's employment by Sybase and all
         its affiliates terminates for any reason; or

                  (d)      If the Member accepts employment with any other
         employer during his or her Sabbatical Leave without approval by the
         Approving Authority, the date the Member is employed by such other
         employer.

                  (e)      Any uncompleted Sabbatical Leave will be forfeited
         upon the Member's return to active employment for any reason other than
         temporary recall to active employment by his or her Employer.

                  (f)      No compensation will be paid to any Member on account
         of any forfeited Sabbatical Leave.

                  (g)      No Member will be entitled to receive compensation in
         lieu of taking his or her Sabbatical Leave, except as provided in
         Section 4.1(b).

                  (h)      Sabbatical is not an accrued benefit. No Member will
         be entitled to receive any unused Sabbatical time as compensation at
         the time of his or her termination.

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         4.4      Payment.

                  4.4.1    Rate of Payment. For the period of his or her absence
on Sabbatical Leave, a Member will be entitled to receive payments directly from
the Trust, in the case of all Members employed or residing in California, or
from the Employer, in the case of all other Members, at the rate of the Base
Compensation being paid to the Member immediately before the start of the
Sabbatical Leave (subject to Section 4.4.3), based on his or her regularly
scheduled hours as of that date. The Member's Base Compensation rate is subject
to adjustment during the Sabbatical Leave in the same manner as for Members who
are not absent. If at any time during a Sabbatical Leave the Member is or
becomes entitled to receive sales commissions or other incentive compensation
earned before the Sabbatical Leave began, that compensation will be paid, in
accordance with the North American Sales Compensation Plan or any other sales
commission or incentive compensation plan or arrangement under which the
compensation was earned, on the normal payment date.

                  4.4.2    Manner of Payment. The compensation payable to a
Member for the period of a Sabbatical Leave will be paid by check or direct
deposit, as requested by the Member, on regularly scheduled paydays during or
immediately following the Sabbatical Leave.

                  4.4.3    Code Limitations. No portion of any Member's annual
rate of Base Compensation that exceeds $200,000 (as adjusted annually for cost
of living increases in accordance with sections 401(a)(17) and 415(d) of the
Code) will be taken into account in computing the payments to be made from the
Trust, in the case of all Members employed or residing in California, or from
the Employer, in the case of all other Members. The Plan Administrator may limit
the rates of Base Compensation taken into account for highly-compensated Members
in order to satisfy the nondiscrimination requirements of section 505(b) of the
Code.

         4.5      Other Benefits. A Member's coverage, vesting and eligibility
for benefits under all other employee benefit plans (within the meaning of
section 3(3) of ERISA) an Employer and its affiliates will not be adversely
affected by his or her absence from active employment while on Sabbatical Leave,
except to the extent directed by the Plan Administrator in order to assure
compliance with applicable tax and legal requirements. For example, vacation
accrual, stock option vesting, and participation in the Sybase 401(k) Plan and
the Sybase ESPP (Employee Stock Purchase Plan) continue during Sabbatical Leave.
However, any employee benefit plan change that becomes effective while the
Member is on Sabbatical Leave will apply to the Member in the same manner as for
Members who are not absent.

                  4.5.1    Vacations. A Member may increase the duration of his
or her absence from active employment on a Sabbatical Leave by scheduling
accrued vacation time (in accordance with normal procedures) for the period
immediately before or after the Sabbatical Leave. Accrued but unused vacation
may not be cashed out, in whole or in part, for use during Sabbatical Leave.
Unaccrued vacation time may not be used in conjunction with Sabbatical Leave.

                  4.5.2    Paid Holidays. For each regular paid holiday that
falls within the period of a Member's Sabbatical Leave, an additional day will
be added to the Sabbatical Leave, and

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the Member will be paid for that day by the Trust, in the case of all Members
employed or residing in California, or by the Employer, in the case of all other
Members, in accordance with Section 4.4.

                  4.5.3    Paid Sick Days. No additional days will be added to a
Member's Sabbatical Leave for sick days that fall within the period of the
Sabbatical Leave, and those sick days will not be otherwise recoverable, unless
the Member is hospitalized or the illness lasts for more than seven (7)
consecutive calendar days, as documented in writing by a qualified physician. In
that event, the Member must initiate a medical leave of absence request in order
to extend his or her Sabbatical Leave by the number of days of the medical leave
(if approved in accordance with normal procedures).

         4.6      At-Will Employment. Nothing in this Plan alters the at-will
status of a Member's employment with an Employer, and each Member will remain
subject to discharge at any time in accordance with the Employer's policies in
effect from time to time.

5.       Plan Administration.

         5.1      Plan Administrator. The Plan is administered by the Plan
Administrator. The Administrator is the "named fiduciary" under section
402(a)(1) of ERISA with respect to the administration of the Plan.

         5.2      Allocation and Delegation of Duties. The Plan Administrator
may allocate or delegate any of its fiduciary responsibilities to any person or
persons. "Delegation" includes designating any person or persons to carry out
any of its fiduciary responsibilities. The allocation or delegation will be made
in writing and included in the records of the Plan, and will be terminable by
the Plan Administrator. To the extent that there has been any allocation or
delegation under this Section 5.2, the person or entity to whom the allocation
or delegation has been made will periodically submit a complete written report
concerning its activities under the Plan to the Plan Administrator at such times
as it may determine.

         5.3      Duties and Powers of the Administrator. The Plan Administrator
has full power and discretion to administer the Plan. For example, the Plan
Administrator is responsible for:

                  (a)      Interpreting the Plan and making rules for
         administering the Plan;

                  (b)      Deciding all questions of eligibility for Plan
         benefits, except for questions that are within the jurisdiction of the
         Approving Authority;

                  (c)      Authorizing and assuring the prompt and correct
         payment of all benefits and directing the Trustee to pay those Plan
         benefits that are payable from the Trust;

                  (d)      Engaging advisers and others to provide professional
         and other services helpful or needed to administer the Plan;

                  (e)      Preserving all records necessary for the Plan;

                  (f)      Filing needed returns and reports;

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                  (g)      Reviewing periodically any allocation or delegation
         of its duties and any appointment of advisers;

                  (h)      Assuring that any bonding requirements are met;

                  (i)      Establishing procedures to prevent the Plan from
         engaging in transactions prohibited by ERISA or other applicable law;
         and

                  (j)      Taking all other actions reasonably required to
         administer the Plan.

The Plan Administrator may allocate or delegate any of these powers and duties
to another person or persons, as provided in Section 5.2.

         5.4      No Discrimination. The Plan Administrator will exercise all
discretion concerning Plan administration in a nondiscriminatory manner with
respect to all persons similarly situated.

         5.5      Notices and Instruments. All written notices, instruments and
elections to be filed under the Plan must be filed in writing with the person
designated by the Plan Administrator on specified forms and at the designated
address. Such notices, instruments or elections will be effective upon actual
receipt by the person designated by the Plan Administrator.

         5.6      Plan and Trust Expenses. The expenses of operating and
maintaining the Plan and Trust may be paid by the Trustee from Plan assets or
(if not so paid) by the Employers. Such expenses include any expenses incidental
to the functioning of the Plan Administrator, such as fees of advisers,
professionals and other specialists, and other costs of administering the Plan
and Trust and investing Plan assets.

6.       Plan Assets.

         6.1      Trust. All Plan assets for Members employed or residing in
California will be held in trust by the Trustee under the Trust Agreement. (The
Plan is unfunded with respect to Members employed or residing outside
California.) In its discretion, Sybase may terminate any Trustee and appoint new
Trustees.

         6.2      Trust Agreement and Trust Fund. Sybase may enter into a Trust
Agreement with the Trustee providing for the investment of Plan assets and
prescribing the powers, duties, obligations and functions of the Trustee with
respect to the Plan. The Trust Agreement will form a part of the Plan, and any
rights and benefits of any Member employed or residing in California under the
Plan will be subject to all terms of the Trust Agreement. All Plan assets will
be held in trust for the exclusive benefit of Plan Members employed or residing
in California. The Plan has no assets attributable to Members employed or
residing outside of California. In no event will any part of the Plan assets
held in Trust revert to any Employer, unless permitted by Section 8.4.

         6.3      Benefits Supported Only by Plan Assets. Any person employed or
residing in California who has any claim under the Plan must look for
satisfaction solely to the Plan assets held in the Trust. No person, including,
without limitation, the Plan Administrator, any Employer and the Trustee, will
have any liability whatsoever for the payment of any benefit

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under the Plan for any Member employed or residing in California, except to the
extent that Plan assets held in the Trust are available for the payment of that
benefit.

         6.4      Funding. The Employers may make contributions to fund the Plan
with respect to Members employed or residing in California. Sybase may
establish, review and revise a funding policy for the Plan which may involve
matters such as the amount and liquidity of Plan assets held in the Trust and
the anticipated receipts and expenditures of the Plan for the year. Any such
funding policy will be communicated to the Trustee.

7.       Claims and Review Procedures.

         7.1      Claims Procedure. Any Member or other employee who believes he
or she is entitled to any payment under the Plan may submit a claim in writing
to the Plan Administrator. If the claim is denied, in full or in part, the
employee will receive a written notice explaining the specific reasons for the
denial, referring to the provisions of the Plan on which the denial is based,
and describing any additional information needed to support the claim. The
denial notice will be provided within 90 days after the claim is received. If
special circumstances require an extension of time (up to 90 days), written
notice of the extension will be given within the initial 90-day period.

         7.2      Review Procedure. If a Member's or other employee's claim is
denied, the employee (or his or her authorized representative) may apply in
writing to the Plan Administrator for a review of the decision denying the
claim. The employee (or representative) then has the right to review pertinent
documents and to submit issues and comments in writing. The Plan Administrator
will provide written notice of its decision on review within 60 days after it
receives a review request. If additional time is needed to review the request,
the employee will be given written notice of the reason for the delay.

8.       Amendment and Termination.

         8.1      Amendment. The Plan may be amended by Sybase in writing at any
time, from time to time, to any extent and with or without prior notice,
including, without limitation, any retroactive amendment that is deemed
necessary or advisable to qualify the Plan and/or the Trust under the provisions
of section 501(c)(9) of the Code. However, except to the extent expressly
authorized under the Plan and required or permitted by ERISA or the Code, no
such amendment will:

                  (a)      Cause any Plan assets to revert to or be recoverable
         by any Employer, except to the extent required or permitted by ERISA
         and the Code;

                  (b)      Cause any Plan assets to be used for or diverted to
         purposes other than the exclusive benefit of Plan Members and their
         beneficiaries; or

                  (c)      Deprive any Member of any benefit for which he or she
         has already satisfied any and all eligibility requirements.

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Furthermore, no such amendment will alter, change or modify the duties, powers
or liabilities of the Trustee without the Trustee's written consent. Any
amendment will be made by a written instrument executed by the Vice President of
Worldwide Human Resources.

         8.2      Termination. No Employer is under any obligation or liability
to continue its contributions or to maintain the Plan or Trust for any period of
time. At any time, for any reason, to any extent and with or without prior
notice, Sybase may discontinue (or direct any Employer to discontinue) its
contributions and/or terminate the Plan and/or the Trust without any liability
for the discontinuance or termination. Upon termination of the Plan and Trust,
Plan assets held in trust will be used or distributed by the Trustee, in
accordance with written directions of the Plan Administrator, solely to provide
benefits to Members or their beneficiaries pursuant to criteria that do not
provide disproportionate benefits to officers, shareholders or
highly-compensated employees. From and after the date the Plan and Trust are
terminated and until the final distribution of Plan assets, the Plan
Administrator will continue to have all such powers provided under the Plan as
are necessary and expedient for the orderly liquidation and distribution of Plan
assets.

         8.3      Transfer of Trust Assets or Merger of Plan and Trust. All Plan
assets may be transferred to, and this Plan and Trust may be merged with, any
organization that is tax exempt under section 501(c)(9) of the Code, provided
that any Plan assets so transferred will be used only to provide benefits for
Members who are then participating or who later participate in the Plan or their
beneficiaries.

         8.4      No Reversions. No Plan assets held in the Trust may revert or
otherwise be paid to or inure to the benefit of any Employer, except to such
extent (if any) as may be permitted under applicable provisions of ERISA and the
Code.

9.       Miscellaneous.

         9.1      Nonassignability. No interest or claim of any kind under the
provisions of the Plan is assignable, nor may any such interest or claim be
subject to garnishment, attachment, execution or levy of any kind, and no
attempt to transfer, assign, pledge or otherwise encumber or dispose of such
interest by act of the person involved or by operation of law will be
recognized.

         9.2      Limitation of Rights; Employment Relationship. Neither the
Plan, the Trust, any modification of either of them, nor the payment of any
benefits under them, will modify or affect in any respect the at-will and other
terms of employment of any employee of Sybase or any of its affiliates.

         9.3      Indemnification and Insurance. Each Employer will indemnify
its directors, officers and employees from the effects or consequences of their
acts and omissions concerning the Plan and Trust, to the maximum extent
permitted by applicable law. Such indemnity will cover all liability, including
judgments, settlements and costs of defense. Any Employer may purchase insurance
for its directors, officers, employees and agents to cover such potential
liability.

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         9.4      Applicable Law; Severability. The Plan will be construed,
administered and governed in all respects in accordance with ERISA and other
applicable federal law. If any Plan provision is susceptible of more than one
interpretation, it will be interpreted in a manner which (a) is consistent with
the Plan and Trust being tax exempt under section 501(c)(9) of the Code and an
employee welfare benefit plan under section 3(1) of ERISA, and (b) will render
the provision valid and enforceable to the maximum possible extent. If any Plan
provision is held to be invalid or unenforceable by a court of competent
jurisdiction, the remaining provisions of the Plan will continue to be fully
effective.

         9.5      Headings. Headings in this Plan document are for purposes of
reference only and will not limit or otherwise affect the meaning hereof.

10.      ERISA Information.

Sponsor:
         Sybase, Inc.
         One Sybase Drive
         Dublin, CA 94568

Identification Numbers:
         EIN: 94-2951005
         PN: 506

Plan Administrator:
         Sybase, Inc.
         Attention: Vice President, Human Resources
         One Sybase Drive
         Dublin, CA 94568
         (925) 236-____

Trustee:
         LaSalle National Bank
         Trustee of the Sabbatical Leave Plan of Sybase, Inc.
         135 South LaSalle Street
         Chicago, IL 60603

Agent for Service of Legal Process:
         Sybase, Inc.
         Attention: General Counsel
         One Sybase Drive
         Dublin, CA 94568

                                       12

<PAGE>

11.      Statement of ERISA Rights.

         [The following statement is required by ERISA]:

         As a Member of this Plan, you have certain rights and protections under
ERISA.

                  (a)      You may examine (without charge) all Plan documents,
         including any amendments and copies of all documents filed with the
         U.S. Department of Labor. These documents are available for your review
         in the Human Resources Department.

                  (b)      You may obtain copies of Plan documents and other
         Plan information upon written request to the Plan Administrator. A
         reasonable charge may be made for such copies.

         In addition to creating rights for Members, ERISA imposes duties upon
the people who are responsible for the operation of the Plan. The people who
operate the plan (called "fiduciaries") have a duty to do so prudently and in
the interests of you and the other Members. No one, including Sybase or any
other person, may fire you or otherwise discriminate against you in any way to
prevent you from obtaining a benefit under the Plan or exercising your rights
under ERISA. If your claim for a benefit under the Plan is denied, in whole or
in part, you must receive a written explanation of the reason for the denial.
You have the right to have the denial of your claim reviewed. (The claims and
review procedures are explained in Section 7.)

         Under ERISA, there are steps you can take to enforce the above rights.
For instance, if you request materials and do not receive them within 30 days,
you may file suit in a federal court. In such a case, the court may require the
Plan Administrator to provide the materials and to pay you up to $110 a day
until you receive the materials, unless the materials were not sent because of
reasons beyond the control of the Plan Administrator. If you have a claim which
is denied or ignored, in whole or in part, you may file suit in a state or
federal court. If it should happen that the fiduciaries misuse Plan assets, or
if you are discriminated against for asserting your rights, you may seek
assistance from the U.S. Department of Labor, or you may file suit in a federal
court.

         In any case, the court will decide who will pay court costs and legal
fees. If you are successful, the court may order the person you have sued to pay
these costs and fees. If you lose, the court may order you to pay these costs
and fees, for example, if it finds that your claim is frivolous.

         If you have any questions regarding the Plan, please consult the Human
Resources Department. If you have any questions about this statement or about
your rights under ERISA, or if you need assistance in obtaining documents from
the Plan Administrator, you should contact the nearest area office of the
Employee Benefits Security Administration, U.S. Department of Labor, listed in
your telephone directory or the Division of Technical Assistance and Inquiries,
Employee Benefits Security Administration, U.S. Department of Labor, 200
Constitution Avenue, N.W., Washington, D.C. 20210. You may also obtain certain
publications about your rights and responsibilities under ERISA by calling the
publications hotline of the Employee Benefits Security Administration.

                                       13

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              PAGE
<S>                                                                           <C>
1. INTRODUCTION ............................................................   1
2. DEFINITIONS .............................................................   1
3. ELIGIBILITY FOR SABBATICAL LEAVE ........................................   3
   3.1 General Eligibility Rules ...........................................   3
   3.2 Eligibility Date ....................................................   3
   3.3 Scheduling and Process ..............................................   3
4. DURATION, EXPIRATION AND PAYMENT ........................................   4
   4.1 Duration ............................................................   4
   4.2 Expiration ..........................................................   5
       (a) General Rules ...................................................   5
       (b) International Assignments .......................................   5
   4.3 Forfeiture ..........................................................   6
   4.4 Payment .............................................................   6
       4.4.1 Rate of Payment ...............................................   6
       4.4.2 Manner of Payment .............................................   7
       4.4.3 Code Limitations ..............................................   7
   4.5 Other Benefits ......................................................   7
       4.5.1 Vacations .....................................................   7
       4.5.2 Paid Holidays .................................................   7
       4.5.3 Paid Sick Days ................................................   7
   4.6 At-Will Employment ..................................................   8
5. PLAN ADMINISTRATION .....................................................   8
   5.1 Plan Administrator ..................................................   8
   5.2 Allocation and Delegation of Duties .................................   8
   5.3 Duties and Powers of the Administrator ..............................   8
   5.4 No Discrimination ...................................................   9
   5.5 Notices and Instruments .............................................   9
   5.6 Plan and Trust Expenses .............................................   9
6. PLAN ASSETS .............................................................   9
   6.1 Trust ...............................................................   9
   6.2 Trust Agreement and Trust Fund ......................................   9
   6.3 Benefits Supported Only by Plan Assets ..............................   9
</TABLE>

                                       (i)

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                               PAGE
<S>                                                                            <C>
    6.4    Funding .......................................................       9
7.  CLAIMS AND REVIEW PROCEDURES .........................................      10
    7.1    Claims Procedure ..............................................      10
    7.2    Review Procedure ..............................................      10
8.  AMENDMENT AND TERMINATION ............................................      10
    8.1    Amendment .....................................................      10
    8.2    Termination ...................................................      10
    8.3    Transfer of Trust Assets or Merger of Plan and Trust ..........      11
    8.4    No Reversions .................................................      11
9.  MISCELLANEOUS ........................................................      11
    9.1    Nonassignability ..............................................      11
    9.2    Limitation of Rights; Employment Relationship .................      11
    9.3    Indemnification and Insurance .................................      11
    9.4    Applicable Law; Severability ..................................      11
    9.5    Headings ......................................................      11
10. ERISA INFORMATION ....................................................      12
11. STATEMENT OF ERISA RIGHTS ............................................      12
</TABLE>

                                      (ii)