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                                                                     EXHIBIT 4.4

                             INFORMATICA CORPORATION

                        1999 EMPLOYEE STOCK PURCHASE PLAN

                              (AMENDED APRIL, 2001)

        The following constitute the provisions of the 1999 Employee Stock
Purchase Plan of Informatica Corporation.

        1.  Purpose. The purpose of the Plan is to provide employees of the
Company and its Designated Parents or Subsidiaries with an opportunity to
purchase Common Stock of the Company through accumulated payroll deductions. It
is the intention of the Company to have the Plan qualify as an "Employee Stock
Purchase Plan" under Section 423 of the Code. The provisions of the Plan,
accordingly, shall be construed so as to extend and limit participation in a
manner consistent with the requirements of that section of the Code.

        2.  Definitions. As used herein, the following definitions shall apply:

        (a) "Applicable Laws" means the legal requirements relating to the
administration of employee stock purchase plans, if any, under applicable
provisions of federal securities laws, state corporate and securities laws, the
Code, the rules of any applicable stock exchange or national market system, and
the rules of any foreign jurisdiction applicable to participation in the Plan by
residents therein.

        (b) "Board" means the Board of Directors of the Company.

        (c) "Change in Control" means a change in ownership or control of the
Company effected through the direct or indirect acquisition by any person or
related group of persons (other than an acquisition from or by the Company or by
a Company-sponsored employee benefit plan or by a person that directly or
indirectly controls, is controlled by, or is under common control with, the
Company) of beneficial ownership (within the meaning of Rule 13d-3 of the
Exchange Act) of securities possessing more than fifty percent (50%) of the
total combined voting power of the Company's outstanding securities.

        (d) "Code" means the Internal Revenue Code of 1986, as amended.

        (e) "Common Stock" means the common stock of the Company.

        (f) "Company" means Informatica Corporation.

        (g) "Compensation" means an Employee's base salary, commissions,
overtime, bonuses, annual awards, and other incentive payments from the Company
or one or more Designated Parents or Subsidiaries, including such amounts as are
deferred by the Employee (i) under a qualified cash or deferred arrangement
described in Section 401(k) of the Code, or (ii) to a plan qualified under
Section 125 of the Code. Compensation does not include reimbursements or other
expense allowances, fringe benefits (cash or noncash), moving expenses, deferred
compensation, contributions (other than contributions described in the first


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sentence) made on the Employee's behalf by the Company or one or more Designated
Parents or Subsidiaries under any employee benefit or welfare plan now or
hereafter established.

        (h) "Corporate Transaction" means any of the following transactions:

            (1) a merger or consolidation in which the Company is not the
        surviving entity, except for a transaction the principal purpose of
        which is to change the state in which the Company is incorporated;

            (2) the sale, transfer or other disposition of all or substantially
        all of the assets of the Company (including the capital stock of the
        Company's subsidiary corporations) in connection with complete
        liquidation or dissolution of the Company;

            (3) any reverse merger in which the Company is the surviving entity
        but in which securities possessing more than fifty percent (50%) of the
        total combined voting power of the Company's outstanding securities are
        transferred to a person or persons different from those who held such
        securities immediately prior to such merger; or

            (4) an acquisition by any person or related group of persons (other
        than the Company or by a Company-sponsored employee benefit plan) of
        beneficial ownership (within the meaning of Rule 13d-3 of the Exchange
        Act) of securities possessing more than fifty percent (50%) of the total
        combined voting power of the Company's outstanding securities (whether
        or not in a transaction also constituting a Change in Control), but
        excluding any such transaction that the Plan Administrator determines
        shall not be a Corporate Transaction

        (i) "Designated Parents or Subsidiaries" means the Parents or
Subsidiaries which have been designated by the Plan Administrator from time to
time as eligible to participate in the Plan.

        (j) "Effective Date" means the effective date of the Registration
Statement relating to the Company's initial public offering of its Common Stock.
However, should any Designated Parent or Subsidiary become a participating
company in the Plan after such date, then such entity shall designate a separate
Effective Date with respect to its employee-participants.

        (k) "Employee" means any individual, including an officer or director,
who is an employee of the Company or a Designated Parent or Subsidiary for
purposes of Section 423 of the Code. For purposes of the Plan, the employment
relationship shall be treated as continuing intact while the individual is on
sick leave or other leave of absence approved by the individual's employer.
Where the period of leave exceeds ninety (90) days and the individual's right to
reemployment is not guaranteed either by statute or by contract, the employment
relationship will be deemed to have terminated on the ninety-first (91st) day of
such leave, for purposes of determining eligibility to participate in the Plan.

        (l) "Enrollment Date" means the first day of each Offer Period.


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        (m) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

        (n) "Exercise Date" means the last day of each Purchase Period.

        (o) "Fair Market Value" means, as of any date, the value of Common Stock
determined as follows:

            (1) Where there exists a public market for the Common Stock, the
        Fair Market Value shall be (A) the closing price for a share of Common
        Stock for the last market trading day prior to the time of the
        determination (or, if no closing price was reported on that date, on the
        last trading date on which a closing price was reported) on the stock
        exchange determined by the Plan Administrator to be the primary market
        for the Common Stock or the Nasdaq National Market, whichever is
        applicable or (B) if the Common Stock is not traded on any such exchange
        or national market system, the average of the closing bid and asked
        prices of a share of Common Stock on the Nasdaq Small Cap Market for the
        day prior to the time of the determination (or, if no such prices were
        reported on that date, on the last date on which such prices were
        reported), in each case, as reported in The Wall Street Journal or such
        other source as the Plan Administrator deems reliable; or

            (2) In the absence of an established market of the type described in
        (1), above, for the Common Stock, the Fair Market Value thereof shall be
        determined by the Plan Administrator in good faith.

        (p) "Offer Period" means an Offer Period established pursuant to Section
4 hereof.

        (q) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

        (r) "Participant" means an Employee of the Company or Designated Parent
or Subsidiary who is actively participating in the Plan.

        (s) "Plan" means this Employee Stock Purchase Plan.

        (t) "Plan Administrator" means either the Board or a committee of the
Board that is responsible for the administration of the Plan as is designated
from time to time by resolution of the Board.

        (u) "Purchase Period" means a period of approximately six months,
commencing on February 1 and August 1 of each year and terminating on the next
following January 31 or July 31, respectively; provided, however, that the first
Purchase Period shall commence on the Effective Date and shall end on January
31, 2000.


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        (v) "Purchase Price" shall mean an amount equal to 85% of the Fair
Market Value of a share of Common Stock on the Enrollment Date or on the
Exercise Date, whichever is lower.

        (w) "Reserves" means the sum of the number of shares of Common Stock
covered by each option under the Plan which have not yet been exercised and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but not yet placed under option.

        (x) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

        3. Eligibility.

        (a) General. Any individual who is an Employee on a given Enrollment
Date shall be eligible to participate in the Plan for the Offer Period
commencing with such Enrollment Date.

        (b) Limitations on Grant and Accrual. Any provisions of the Plan to the
contrary notwithstanding, no Employee shall be granted an option under the Plan
(i) if, immediately after the grant, such Employee (taking into account stock
owned by any other person whose stock would be attributed to such Employee
pursuant to Section 424(d) of the Code) would own stock and/or hold outstanding
options to purchase stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or of any
Parent or Subsidiary, or (ii) which permits the Employee's rights to purchase
stock under all employee stock purchase plans of the Company and its Parents or
Subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars
($25,000) worth of stock (determined at the Fair Market Value of the shares at
the time such option is granted) for each calendar year in which such option is
outstanding at any time. The determination of the accrual of the right to
purchase stock shall be made in accordance with Section 423(b)(8) of the Code
and the regulations thereunder.

        (c) Other Limits on Eligibility. Notwithstanding Subsection (a), above,
the following Employees shall not be eligible to participate in the Plan for any
relevant Offer Period: (i) Employees whose customary employment is twenty (20)
hours or less per week; (ii) Employees whose customary employment is for not
more than five (5) months in any calendar year; and (iii) Employees who are
subject to rules or laws of a foreign jurisdiction that prohibit or make
impractical the participation of such Employees in the Plan.

        4. Offer Periods.

        (a) The Plan shall be implemented through overlapping or consecutive
Offer Periods until such time as (i) the maximum number of shares of Common
Stock available for issuance under the Plan shall have been purchased or (ii)
the Plan shall have been sooner terminated in accordance with Section 19 hereof.
The maximum duration of an Offer Period shall be twenty-seven (27) months.
Initially, the Plan shall be implemented through overlapping


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Offer Periods of twenty-four (24) months' duration commencing each February 1
and August 1 following the Effective Date (except that the initial Offer Period
shall commence on the Effective Date and shall end on July 15, 2001).

        (b) A Participant shall be granted a separate option for each Offer
Period in which he or she participates. The option shall be granted on the
Enrollment Date and shall be automatically exercised in successive installments
on the Exercise Dates ending within the Offer Period.

        (c) An Employee may participate in only one Offer Period at a time.
Accordingly, except as provided in Section 4(d), an Employee who wishes to join
a new Offer Period must withdraw from the current Offer Period in which the
Employee is participating and must also enroll in the new Offer Period prior to
the Enrollment Date for that Offer Period.

        (d) If on the first day of any Purchase Period in an Offer Period in
which a Participant is participating, the Fair Market Value of the Common Stock
is less than the Fair Market Value of the Common Stock on the Enrollment Date of
the Offer Period (after taking into account any adjustment during the Offer
Period pursuant to Section 18(a)), the Offer Period shall be terminated
automatically and the Participant shall be enrolled automatically in the new
Offer Period which has its first Purchase Period commencing on that date,
provided the Participant is eligible to participate in the Plan on that date and
has not elected to terminate participation in the Plan.

        (e) Except as specifically provided herein, the acquisition of Common
Stock through participation in the Plan for any Offer Period shall neither limit
nor require the acquisition of Common Stock by a Participant in any subsequent
Offer Period.

        5. Participation.

        (a) An eligible Employee may become a Participant in the Plan by
completing a subscription agreement authorizing payroll deductions in the form
of Exhibit A to this Plan and filing it with the designated payroll office of
the Company at least ten (10) business days prior to the Enrollment Date for the
Offer Period in which such participation will commence, unless a later time for
filing the subscription agreement is set by the Plan Administrator for all
eligible Employees with respect to a given Offer Period.

        (b) Payroll deductions for a Participant shall commence with the first
partial or full payroll period beginning on the Enrollment Date and shall end on
the last complete payroll period during the Offer Period, unless sooner
terminated by the Participant as provided in Section 10.

        6. Payroll Deductions.

        (a) At the time a Participant files a subscription agreement, the
Participant shall elect to have payroll deductions made during the Offer Period
in amounts between one percent (1%) and not exceeding ten percent (10%) of the
Compensation which the Participant receives during the Offer Period.


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        (b) All payroll deductions made for a Participant shall be credited to
the Participant's account under the Plan and will be withheld in whole
percentages only. A Participant may not make any additional payments into such
account.

        (c) A Participant may discontinue participation in the Plan as provided
in Section 10, or may increase or decrease the rate of payroll deductions during
the Offer Period by completing and filing with the Company a change of status
notice in the form of Exhibit B to this Plan authorizing an increase or decrease
in the payroll deduction rate. Any decrease in the rate of a Participant's
payroll deductions shall be effective with the first full payroll period
commencing ten (10) business days after the Company's receipt of the change of
status notice unless the Company elects to process a given change in
participation more quickly. Any increase in the rate of a Participant's payroll
deductions shall be effective with the next Purchase Period following the
Purchase Period in which the Company receives the change of status notice if
such notice is filed within ten (10) business days before the commencement of
the next Purchase Period. A Participant's subscription agreement (as modified by
any change of status notice) shall remain in effect for successive Offer Periods
unless terminated as provided in Section 10. The Plan Administrator shall be
authorized to limit the number of payroll deduction rate changes during any
Offer Period.

        (d) Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and Section 3(b) herein, a Participant's
payroll deductions may be decreased to 0% at such time during any Purchase
Period which is scheduled to end during the current calendar year (the "Current
Purchase Period") that the aggregate of all payroll deductions which were
previously used to purchase stock under the Plan in a prior Purchase Period
which ended during that calendar year plus all payroll deductions accumulated
with respect to the Current Purchase Period equal $21,250. Payroll deductions
shall recommence at the rate provided in such Participant's subscription
agreement, as amended, at the beginning of the first Purchase Period which is
scheduled to end in the following calendar year, unless terminated by the
Participant as provided in Section 10.

        7. Grant of Option. On the Enrollment Date, each Participant shall be
granted an option to purchase (at the applicable Purchase Price) up to a number
of shares of the Common Stock determined by dividing ten percent (10%) of such
Participant's Compensation receivable during the Offer Period by the applicable
Purchase Price; provided (i) that such option shall be subject to the
limitations set forth in Sections 3(b) and 12 hereof, and (ii) the maximum
number of shares of Common Stock a Participant shall be permitted to purchase in
any Purchase Period shall be 2,500 shares, subject to adjustment as provided in
Section 18 hereof. Exercise of the option shall occur as provided in Section 8,
unless the Participant has withdrawn pursuant to Section 10, and the option, to
the extent not exercised, shall expire on the last day of the Offer Period.

        8. Exercise of Option. Unless a Participant withdraws from the Plan as
provided in Section 10, below, the Participant's option for the purchase of
shares will be exercised automatically on each Exercise Date, by applying the
accumulated payroll deductions in the Participant's account to purchase the
maximum number of full shares subject to the option by dividing such
Participant's payroll deductions accumulated prior to such Exercise Date and


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retained in the Participant's account as of the Exercise Date by the applicable
Purchase Price. No fractional shares will be purchased; any payroll deductions
accumulated in a Participant's account which are not sufficient to purchase a
full share shall be carried over to the next Purchase Period or Offer Period,
whichever applies, or returned to the Participant, if the Participant withdraws
from the Plan. Notwithstanding the foregoing, any amount remaining in a
Participant's account following the purchase of shares on the Exercise Date due
to the application of Section 423(b)(8) of the Code or Section 7, above, shall
be returned to the Participant and shall not be carried over to the next Offer
Period. During a Participant's lifetime, a Participant's option to purchase
shares hereunder is exercisable only by the Participant.

        9. Delivery. Upon receipt of a request from a Participant after each
Exercise Date on which a purchase of shares occurs, the Company shall arrange
the delivery to such Participant, as promptly as practicable, of a certificate
representing the shares purchased upon exercise of the Participant's option.

        10. Withdrawal; Termination of Employment.

            (a) A Participant may either (i) withdraw all but not less than all
the payroll deductions credited to the Participant's account and not yet used to
exercise the Participant's option under the Plan or (ii) terminate future
payroll deductions, but allow accumulated payroll deductions to be used to
exercise the Participant's option under the Plan at any time by giving written
notice to the Company in the form of Exhibit B to this Plan. If the Participant
elects withdrawal alternative (i) described above, all of the Participant's
payroll deductions credited to the Participant's account will be paid to such
Participant as promptly as practicable after receipt of notice of withdrawal,
such Participant's option for the Offer Period will be automatically terminated,
and no further payroll deductions for the purchase of shares will be made during
the Offer Period. If the Participant elects withdrawal alternative (ii)
described above, no further payroll deductions for the purchase of shares will
be made during the Offer Period, all of the Participant's payroll deductions
credited to the Participant's account will be applied to the exercise of the
Participant's option on the next Exercise Date, and after such Exercise Date,
such Participant's option for the Offer Period will be automatically terminated.
If a Participant withdraws from an Offer Period, payroll deductions will not
resume at the beginning of the succeeding Offer Period unless the Participant
delivers to the Company a new subscription agreement.

            (b) Upon termination of a Participant's employment relationship (as
described in Section 2(k)) the payroll deductions credited to such Participant's
account during the Offer Period not yet used to exercise the option will be
returned to such Participant or, in the case of his/her death, to the person or
persons entitled thereto under Section 14, and such Participant's option will be
automatically terminated.

        11. Interest. No interest shall accrue on the payroll deductions
credited to a Participant's account under the Plan.


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        12. Stock.

        (a) Subject to adjustment upon changes in capitalization of the Company
as provided in Section 18, the maximum number of shares of Common Stock which
shall be made available for sale under the Plan shall be 400,000 shares, plus an
annual increase to be added on the first day of the Company's fiscal year
beginning in 2000 equal to the lesser of (i) two percent (2%) of the outstanding
shares on such date, (ii) 1,600,000 shares, or (iii) a lesser number of shares
determined by the Plan Administrator. For purposes of determining the
outstanding number of shares of Common Stock under this Section 12(a), all
outstanding classes of securities of the Company, convertible notes, options and
warrants that are convertible or exercisable presently or in the future by the
holder into shares of Common Stock, shall be deemed to have been fully converted
or exercised (notwithstanding any limits on such conversions or exercises) into
the number of shares of Common Stock represented by such securities, notes,
options and warrants calculated using the treasury stock method. If on a given
Exercise Date the number of shares with respect to which options are to be
exercised exceeds the number of shares then available under the Plan, the Plan
Administrator shall make a pro rata allocation of the shares remaining available
for purchase in as uniform a manner as shall be practicable and as it shall
determine to be equitable.

        (b) A Participant will have no interest or voting right in shares
covered by the Participant's option until such shares are actually purchased on
the Participant's behalf in accordance with the applicable provisions of the
Plan. No adjustment shall be made for dividends, distributions or other rights
for which the record date is prior to the date of such purchase.

        (c) Shares to be delivered to a Participant under the Plan will be
registered in the name of the Participant or in the name of the Participant and
his or her spouse.

        13. Administration. The Plan shall be administered by the Plan
Administrator which shall have full and exclusive discretionary authority to
construe, interpret and apply the terms of the Plan, to determine eligibility
and to adjudicate all disputed claims filed under the Plan. Every finding,
decision and determination made by the Plan Administrator shall, to the full
extent permitted by Applicable Law, be final and binding upon all persons.

        14. Designation of Beneficiary.

        (a) Each Participant will file a written designation of a beneficiary
who is to receive any shares and cash, if any, from the Participant's account
under the Plan in the event of such Participant's death. If a Participant is
married and the designated beneficiary is not the spouse, spousal consent shall
be required for such designation to be effective.

        (b) Such designation of beneficiary may be changed by the Participant
(and the Participant's spouse, if any) at any time by written notice. In the
event of the death of a Participant and in the absence of a beneficiary validly
designated under the Plan who is living (or in existence) at the time of such
Participant's death, the Company shall deliver such shares and/or cash to the
executor or administrator of the estate of the Participant, or if no such
executor


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or administrator has been appointed (to the knowledge of the Plan
Administrator), the Plan Administrator shall deliver such shares and/or cash to
the spouse (or domestic partner, as determined by the Administrator) of the
Participant, or if no spouse (or domestic partner) is known to the Plan
Administrator, then to the issue of the Participant, such distribution to be
made per stirpes (by right of representation).

        15. Transferability. Neither payroll deductions credited to a
Participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 14 hereof) by the Participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Plan Administrator may treat such act as an election to
withdraw funds from an Offer Period in accordance with Section 10.

        16. Use of Funds. All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions.

        17. Reports. Individual accounts will be maintained for each Participant
in the Plan. Statements of account will be given to Participants at least
annually, which statements will set forth the amounts of payroll deductions, the
Purchase Price, the number of shares purchased and the remaining cash balance,
if any.

        18. Adjustments Upon Changes in Capitalization; Corporate Transactions.

        (a) Adjustments Upon Changes in Capitalization. Subject to any required
action by the stockholders of the Company, the Reserves, the Purchase Price, as
well as any other terms that the Plan Administrator determines require
adjustment shall be proportionately adjusted for (i) any increase or decrease in
the number of issued shares of Common Stock resulting from a stock split,
reverse stock split, stock dividend, combination or reclassification of the
Common Stock, (ii) any other increase or decrease in the number of issued shares
of Common Stock effected without receipt of consideration by the Company, or
(iii) as the Plan Administrator may determine in its discretion, any other
transaction with respect to Common Stock to which Section 424(a) of the Code
applies; provided, however that conversion of any convertible securities of the
Company shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Plan Administrator and its
determination shall be final, binding and conclusive. Except as the Plan
Administrator determines, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason hereof shall be made with respect to, the
Reserves and the Purchase Price.

        (b) Corporate Transactions. In the event of a proposed Corporate
Transaction, each option under the Plan shall be assumed by such successor
corporation or a parent or subsidiary of such successor corporation, unless the
Plan Administrator determines, in the exercise of its sole discretion and in
lieu of such assumption, to shorten the Offer Period then in progress by setting
a new Exercise Date (the "New Exercise Date"). If the Plan Administrator


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shortens the Offer Period then in progress in lieu of assumption in the event of
a Corporate Transaction, the Plan Administrator shall notify each Participant in
writing, at least ten (10) days prior to the New Exercise Date, that the
Exercise Date for the Participant's option has been changed to the New Exercise
Date and that the Participant's option will be exercised automatically on the
New Exercise Date, unless prior to such date the Participant has withdrawn from
the Offer Period as provided in Section 10. For purposes of this Subsection, an
option granted under the Plan shall be deemed to be assumed if, in connection
with the Corporate Transaction, the option is replaced with a comparable option
with respect to shares of capital stock of the successor corporation or Parent
thereof. The determination of option comparability shall be made by the Plan
Administrator prior to the Corporate Transaction and its determination shall be
final, binding and conclusive on all persons.

        19. Amendment or Termination.

        (a) The Plan Administrator may at any time and for any reason terminate
or amend the Plan. Except as provided in Section 18, no such termination can
affect options previously granted, provided that an Offer Period may be
terminated by the Plan Administrator on any Exercise Date if the Plan
Administrator determines that the termination of the Offer Period is in the best
interests of the Company and its stockholders. Except as provided in Section 18,
no amendment may make any change in any option theretofore granted which
adversely affects the rights of any Participant without the consent of affected
Participants. To the extent necessary to comply with Section 423 of the Code (or
any successor rule or provision or any other Applicable Law), the Company shall
obtain stockholder approval in such a manner and to such a degree as required.

        (b) Without stockholder consent and without regard to whether any
Participant rights may be considered to have been "adversely affected," the Plan
Administrator shall be entitled to limit the frequency and/or number of changes
in the amount withheld during Offer Periods, change the length of Purchase
Periods within any Offer Period, determine whether subsequent Offer Periods
shall be consecutive or overlapping, establish the exchange ratio applicable to
amounts withheld in a currency other than U.S. dollars, establish additional
terms, conditions, rules or procedures to accommodate the rules or laws of
applicable foreign jurisdictions, permit payroll withholding in excess of the
amount designated by a Participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of Common Stock
for each Participant properly correspond with amounts withheld from the
Participant's Compensation, and establish such other limitations or procedures
as the Plan Administrator determines in its sole discretion advisable and which
are consistent with the Plan.

        20. Notices. All notices or other communications by a Participant to the
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Plan Administrator at the
location, or by the person, designated by the Plan Administrator for the receipt
thereof.


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        21. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all Applicable Laws
and shall be further subject to the approval of counsel for the Company with
respect to such compliance. As a condition to the exercise of an option, the
Company may require the Participant to represent and warrant at the time of any
such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned Applicable Laws. In addition, no options shall be exercised
or shares issued hereunder before the Plan shall have been approved by
stockholders of the Company as provided in Section 23.

        22. Term of Plan. The Plan shall become effective upon the earlier to
occur of its adoption by the Board or its approval by the stockholders of the
Company. It shall continue in effect for a term of ten (10) years unless sooner
terminated under Section 19.

        23. Stockholder Approval. Continuance of the Plan shall be subject to
approval by the stockholders of the Company within twelve (12) months before or
after the date the Plan is adopted. Such stockholder approval shall be obtained
in the degree and manner required under Applicable Laws.

        24. No Employment Rights. The Plan does not, directly or indirectly,
create any right for the benefit of any employee or class of employees to
purchase any shares under the Plan, or create in any employee or class of
employees any right with respect to continuation of employment by the Company or
a Designated Parent or Subsidiary, and it shall not be deemed to interfere in
any way with such employer's right to terminate, or otherwise modify, an
employee's employment at any time.

        25. No Effect on Retirement and Other Benefit Plans. Except as
specifically provided in a retirement or other benefit plan of the Company or a
Designated Parent or Subsidiary, participation in the Plan shall not be deemed
compensation for purposes of computing benefits or contributions under any
retirement plan of the Company or a Designated Parent or Subsidiary, and shall
not affect any benefits under any other benefit plan of any kind or any benefit
plan subsequently instituted under which the availability or amount of benefits
is related to level of compensation. The Plan is not a "Retirement Plan" or
"Welfare Plan" under the Employee Retirement Income Security Act of 1974, as
amended.

        26. Effect of Plan. The provisions of the Plan shall, in accordance with
its terms, be binding upon, and inure to the benefit of, all successors of each
Participant, including, without limitation, such Participant's estate and the
executors, administrators or trustees thereof, heirs and legatees, and any
receiver, trustee in bankruptcy or representative of creditors of such
Participant.

        27. Governing Law. The Plan is to be construed in accordance with and
governed by the internal laws of the State of California (as permitted by
Section 1646.5 of the California Civil Code, or any similar successor provision)
without giving effect to any choice of law rule that would cause the application
of the laws of any jurisdiction other than the internal


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laws of the State of California to the rights and duties of the parties, except
to the extent the internal laws of the State of California are superseded by the
laws of the United States. Should any provision of the Plan be determined by a
court of law to be illegal or unenforceable, the other provisions shall
nevertheless remain effective and shall remain enforceable.


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                                    EXHIBIT A

                       Informatica Corporation 1999 Employee Stock Purchase Plan
                                                          SUBSCRIPTION AGREEMENT

                       Effective with the Offer Period beginning on (check one):
    ___  IPO Effective Date   ___  August 1, 1999    or    ___  February 1, 2000


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1.  PERSONAL INFORMATION

    Legal Name (Please Print) __________________________________________  _______________ ___________
                              (Last)          (First)        (MI)         Location        Department

    Street Address______________________________________________________  ___________________________
                                                                           Daytime Telephone

    City, State/Country, Zip____________________________________________  ___________________________
                                                                           E-Mail Address

    Social Security No. __ __ __ - __ __ - __ __ __ __
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2.  ELIGIBILITY Any Employee whose customary employment is more than 20 hours
    per week and more than 5 months per calendar year, and who does not hold
    (directly or indirectly) five percent (5%) or more of the combined voting
    power of the Company, a parent or a subsidiary, whether in stock or options
    to acquire stock is eligible to participate in the Informatica Corporation
    1999 Employee Stock Purchase Plan (the "ESPP"); provided, however, that
    Employees who are subject to the rules or laws of a foreign jurisdiction
    that prohibit or make impractical the participation of such Employees in the
    ESPP are not eligible to participate.

3.  DEFINITIONS Each capitalized term in this Subscription Agreement shall have
    the meaning set forth in the ESPP.

4.  SUBSCRIPTION I hereby elect to participate in the ESPP and subscribe to
    purchase shares of the Company's Common Stock in accordance with this
    Subscription Agreement and the ESPP. I have received a complete copy of the
    ESPP and a prospectus describing the ESPP and understand that my
    participation in the ESPP is in all respects subject to the terms of the
    ESPP. The effectiveness of this Subscription Agreement is dependent on my
    eligibility to participate in the ESPP.

5.  PAYROLL DEDUCTION AUTHORIZATION I hereby authorize payroll deductions from
    my Compensation during the Offer Period in the percentage specified below
    (payroll reductions may not exceed 10% of Compensation nor $21,250 per
    calendar year):

6.  ESPP ACCOUNTS AND PURCHASE PRICE I understand that all payroll deductions
    will be credited to my account under the ESPP. No additional payments may be
    made to my account. No interest will be credited on funds held in the
    account at any time including any refund of the account caused by withdrawal
    from the ESPP. All payroll deductions shall be accumulated for the purchase
    of Company Common Stock at the applicable Purchase Price determined in
    accordance with the ESPP.

7.  WITHDRAWAL AND CHANGES IN PAYROLL DEDUCTION I understand that I may
    discontinue my participation in the ESPP at any time prior to an Exercise
    Date as provided in Section 10 of the ESPP, but if I do not withdraw from
    the ESPP, any accumulated payroll deductions will be applied automatically
    to purchase Company Common Stock. I may increase or decrease the rate of my
    payroll deductions in whole percentage increments to not less than one
    percent (1%) on one occasion during any Purchase Period by completing and
    timely filing a Change of Status Notice. Any decrease will be effective for
    the full payroll period occurring after ten (10) business days from the
    Company's receipt of the Change of Status Notice. Any increase will be
    effective for the next Purchase Period occurring after the Purchase Period
    in which the Change of Status Notice is filed with the Company if such
    notice is filed more than ten (10) business days prior to the commencement
    of the next Purchase Period.

8.  PERPETUAL SUBSCRIPTION I understand that this Subscription Agreement shall
    remain in effect for successive Offer Periods until I withdraw from
    participation in the ESPP, or termination of the ESPP.


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<PAGE>   14

9.  TAXES I have reviewed the ESPP prospectus discussion of the federal tax
    consequences of participation in the ESPP and consulted with tax consultants
    as I deemed advisable prior to my participation in the ESPP. I hereby agree
    to notify the Company in writing within thirty (30) days of any disposition
    (transfer or sale) of any shares purchased under the ESPP if such
    disposition occurs within two (2) years of the Enrollment Date (the first
    day of the Offer Period during which the shares were purchased) or within
    one (1) year of the Exercise Date (the date I purchased such shares), and I
    will make adequate provision to the Company for foreign, federal, state or
    other tax withholding obligations, if any, which arise upon the disposition
    of the shares. In addition, the Company may withhold from my Compensation
    any amount necessary to meet applicable tax withholding obligations incident
    to my participation in the ESPP, including any withholding necessary to make
    available to the Company any tax deductions or benefits contingent on such
    withholding.

10. DESIGNATION OF BENEFICIARY In the event of my death, I hereby designate the
    following person or trust as my beneficiary to receive all payments and
    shares due to me under the ESPP (select one): ___ I am single ___ I am
    married

    Beneficiary (please print) _________________________________________
                                (Last)          (First)          (MI)

    Relationship to Beneficiary (if any)

    ____________________________________

    Street Address _____________________________________________________

    City, State/Country, Zip ___________________________________________

11. TERMINATION OF ESPP I understand that the Company has the right, exercisable
    in its sole discretion, to amend or terminate the ESPP at any time, and a
    termination may be effective as early as an Exercise Date (after purchase of
    shares on such date) within each outstanding Offer Period.

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    Date: __________________________    Employee Signature:___________________________________________

                                                           ___________________________________________
                                                           spouse's signature (if beneficiary is other
                                                           than spouse)
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<PAGE>   15

                                    EXHIBIT B

                       Informatica Corporation 1999 Employee Stock Purchase Plan
                                                         CHANGE OF STATUS NOTICE

---------------------------------------------------
Participant Name (Please Print)

---------------------------------------------------
Social Security Number

================================================================================

     WITHDRAWAL FROM ESPP

     I hereby withdraw from the Informatica Corporation 1999 Employee Stock
     Purchase Plan (the "ESPP") and agree that my option under the applicable
     Offer Period will be automatically terminated and all accumulated payroll
     deductions credited to my account will be refunded to me or applied to the
     purchase of Common Stock depending on the alternative indicated below. No
     further payroll deductions will be made for the purchase of shares in the
     applicable Offer Period and I shall be eligible to participate in a future
     Offer Period only by timely delivery to the Company of a new Subscription
     Agreement.

  __ WITHDRAWAL AND PURCHASE OF COMMON STOCK

     Payroll deductions will terminate, but your account balance will be applied
     to purchase Common Stock on the next Exercise Date. Any remaining balance
     will be refunded.

  __ WITHDRAWAL WITHOUT PURCHASE OF COMMON STOCK

     Entire account balance will be refunded to me and no Common Stock will be
     purchased on the next Exercise Date provided this notice is submitted to
     the Company ten (10) business days prior to the next Exercise Date.

================================================================================

  __ CHANGE IN PAYROLL DEDUCTION

     I hereby elect to change my rate of payroll deduction under the ESPP as
     follows (select one):

--------------------------------------------------------------------------------
Percentage to be Deducted (fill in whole percentage from 1 to 10%): _______
--------------------------------------------------------------------------------

     The following rules under the ESPP apply to changing your payroll deduction
     rate:

     DECREASE -- Decrease in payroll deduction will be effective for the first
                 full payroll period commencing no fewer than ten (10) business
                 days following the Company's receipt of this notice, unless
                 this change is processed more quickly.

     INCREASE -- An increase in payroll deduction will be effective for the next
                 Purchase Period following the Purchase Period in which this
                 notice is received by the Company provided that this notice is
                 submitted to the Company no fewer than ten (10) business days
                 before the first day of the upcoming Purchase Period.

================================================================================


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<PAGE>   16

================================================================================

  __    CHANGE OF BENEFICIARY        __   I am single     ___   I am married

        This change of beneficiary shall terminate my previous beneficiary
        designation under the ESPP. In the event of my death, I hereby designate
        the following person or trust as my beneficiary to receive all payments
        and shares due to me under the ESPP:

    Beneficiary (please print) ______________________________________
                                (Last)          (First)        (MI)

    Relationship to Beneficiary (if any)

    ______________________________

    Street Address __________________________________________________

    City, State/Country, Zip ________________________________________

================================================================================


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    Date: __________________________    Employee Signature:__________________________________________

                                                           __________________________________________
                                                           spouse's signature (if beneficiary is
                                                           other than spouse)
</TABLE>

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