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                                EXHIBIT 10.25


                           OFFICERS SEVERANCE PLAN

                                     AND
                          SUMMARY PLAN DESCRIPTION


The Red Brick Systems, Inc. Officers Severance Plan (the "Plan") is primarily
designed to provide eligible officers of Red Brick Systems, Inc. (the "Company")
whose employment is terminated as a result of a work force reduction or job
elimination with financial assistance while they are seeking new employment
opportunities.  The Plan is also intended to satisfy, where applicable, the
obligations of the Company under the Federal Worker and Retraining Notification
("WARN") Act.  The Plan is effective for eligible officers whose employment is
terminated on or after November 15, 1995.

This Plan is designed to be an "employee welfare benefit plan," as defined in
Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA").  This Plan is governed by ERISA and, to the extent applicable, the
laws of the State of California.  This document constitutes both the official
plan document and the required summary plan description under ERISA.

I.  ELIGIBILITY

You will generally be eligible for severance benefits under the Plan if:

     .    you are an officer of the Company in the U.S.;

     .    your active employment is involuntarily terminated as a result of
          work force reduction or job elimination during the term of the Plan;

     .    you execute the General Release of All Claims, a copy of which is
          attached, within the prescribed number of days following your date of
          termination, as set forth in the attached General Release of All
          Claims; and

     .    you are not in one of the excluded categories listed below.

You are not eligible for severance benefits under this Plan if:
        ---

     .    you voluntarily terminate employment, unless such voluntary
          termination occurs after you receive notice of an involuntary
          termination which would otherwise qualify you for severance benefits
          and the Plan Administrator determines, in its sole discretion, that
          your earlier voluntary termination is in the best interests of the
          Company;

     .    you are employed by, or are offered continued employment with, a
          successor employer which directly or indirectly acquires (i) all or
          any portion of the assets or operations of the Company or any
          subsidiary, (ii) all or any portion of the outstanding capital stock
          of the Company, or (iii) fifty percent (50%) or more of the capital
          stock of any subsidiary of the Company;

     .    you are dismissed for a reason other than work force reduction or
          job elimination (including, but not limited to, poor performance,
          violation of Company policy or procedures, insubordination,
          misconduct, the unauthorized use or disclosure of confidential
          information or trade secrets of the Company or any subsidiary),
          whether or not you already received notice of an involuntary
          termination which would otherwise qualify you for severance benefits;

     .    you are a temporary or seasonal employee or work for the Company
          solely as an independent contractor, consultant or agent;

     .    you are covered by any other severance or separation pay plan or
          arrangement with the Company or by an employment agreement with the
          Company;

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     .    you die before you receive any or all of your severance benefits
          under the Plan; or

     .    you are on a leave of absence (including disability leave), except
          to the extent the Plan Administrator decides, in its sole discretion,
          to provide you with severance benefits upon your involuntary
          termination.

II.  HOW THE PLAN WORKS

If you are eligible for severance benefits under the Plan, you will receive
those benefits in installments during the Company's regular payroll periods.
The amount of your severance pay will generally be determined in accordance with
the guidelines set forth below on the basis of your Salary level measured as of
the effective date of your termination of active employee status:


                            Severance Guidelines

          Six (6) months of Salary for officers other than the Chief Executive
          Officer.

          Twelve (12) months of Salary for the Company's Chief Executive
          Officer.

     .    Salary generally means your base salary at your date of termination
          and does not include, for example, bonuses, overtime compensation,
          incentive pay, shift premiums or differentials, compensation
          associated with employee stock options, reimbursements, sales
          commissions or expense allowances.

     .    The Plan Administrator may, as it deems appropriate and in its sole
          discretion, authorize severance benefits in an amount different from
          the guideline amount.  Under certain circumstances, the Plan
          Administrator may, in its sole discretion, waive or modify, with
          respect to one or more classes of employees, the eligibility
          requirements for severance benefits or modify the method of
          calculating their severance benefits.

     .    If you are rehired by the Company during the period that you are
          otherwise eligible to receive severance pay, each remaining severance
          installment paid to you shall be reduced by fifty percent (50%) of the
          severance amount that you would otherwise receive had you not been
          rehired, as previously determined pursuant to the guidelines set forth
          above.

     .    When an eligible employee's termination is deemed covered by the WARN
          Act, the benefit payable under the Plan shall be reduced (but not
          below zero) by an amount equal to sixty (60) days pay.

If you are an eligible employee, you will also receive the following benefits:

     .    You will receive a lump sum payment for accrued and unused vacation
          time (through your termination date) in your final paycheck.

     .    Your existing group health coverage (and, if applicable, the existing
          group health coverage of your eligible dependents) offered by the
          Company will be extended through the end of the month in which your
          termination date occurs.  Effective as of the first day of the
          following month, you may then be eligible to elect temporary
          continuation coverage of the Company's group health plan pursuant to
          your rights under the Consolidated Omnibus Budget Reconciliation Act
          of 1985, as amended ("COBRA").  If you (and, if applicable, your
          dependents) elect COBRA continuation coverage, you will be required to
          pay the entire cost of such coverage.  You and your eligible
          dependents will be provided with a COBRA election form and notice
          which describes your rights to continuation coverage under COBRA.

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III. CHANGE IN CONTROL BENEFITS

You shall be eligible for the benefits set forth in this Paragraph III if you
meet the eligibility criteria set forth in Paragraph II above, as modified in
this Paragraph.  Should your employment be voluntarily or involuntarily
terminated following a Change in Control, then unless you accept a position with
the acquirer you shall be entitled to the following benefits:

     .    Twelve (12) months of Salary and

     .    Accelerated vesting of unvested shares, plus accelerated
exercisability of options not yet exercisable, as if you remained employed for
one additional year following the Change in Control.  The foregoing shall apply
to all shares you purchased and options you hold under the Company's 1995 Stock
Option Plan or 1991 Stock Option Plan, but shall not apply to any shares or
options covered by any other severance arrangement or accelerated vesting
arrangement.

Change in Control shall mean a Corporate Transaction or Change in Control, as
such terms are defined pursuant to the Company's 1995 Stock Option Plan.  If
eligible, you shall be entitled to the benefits set forth in this Paragraph III
in addition to the benefits set forth in Paragraph II above.

IV.  OTHER IMPORTANT INFORMATION

Plan Administration.  As the Plan Administrator, the Company has full
discretionary authority to administer and interpret the Plan, including
discretionary authority to determine eligibility for benefits under the Plan and
the amount of benefits (if any) payable per participant.  The Plan Administrator
hereby delegates to the Vice President, Human Resources all of its
administrative duties.  Accordingly, the Vice President, Human Resources, on
behalf of the Plan Administrator, has full discretionary authority to carry out
its delegated duties.  Any determination by the Vice President, Human Resources
will be final and conclusive upon all persons.  The Company, as the Plan
Administrator, will indemnify and hold harmless the Vice President, Human
Resources for carrying out the responsibilities of the Plan Administrator;
provided, however, such person does not act with gross negligence or willful
misconduct.


Benefits.  When benefits are due, they will be paid from the general assets of
the Company.  The Company is not required to establish a trust to fund the Plan.
The benefits provided under this Plan are not assignable and may be conditioned
upon your compliance with any confidentiality agreement you have entered into
with the Company or upon your compliance with any Company policy or program.


Claims Procedure.  If you believe you are incorrectly denied a benefit or are
entitled to a greater benefit than the benefit you receive under the Plan, you
may submit a signed, written application to the Plan Administrator within ninety
(90) days of your termination.  You will be notified of the approval or denial
of this claim within ninety (90) days of the date that the Plan Administrator
receives the claim, unless special circumstances require an extension of time
for processing the claim.  If your claim is denied, the notification will state
specific reasons for the denial and you will have sixty (60) days from receipt
of the written notification of the denial of your claim to file a signed,
written request for a review of the denial with the Plan Administrator.  This
request should include the reasons you are requesting a review, facts supporting
your request and any other relevant comments.  Pursuant to its discretionary
authority to administer and interpret the Plan and to determine eligibility for
benefits under the Plan, the Plan Administrator will generally make a final,
written determination of your eligibility for benefits within sixty (60) days of
receipt of your request for review.

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Plan Terms.  This Plan and the Red Brick Systems, Inc. Severance Plan supersede
any and all prior separation, severance and salary continuation arrangements,
programs and plans which were previously offered by the Company, including offer
letters, but excluding individual letter agreements which address the vesting of
stock options or restricted stock upon an acquisition of the Company.

Plan Amendment or Termination.  The Vice President, Human Resources, on behalf
of the Company, reserves the right to terminate or amend the Plan at any time
and in any manner.  Because the provisions of the Plan are intended to serve as
mere guidelines for the payment of severance benefits under certain prescribed
circumstances, it is not intended that any employee obtain any vested right to
severance benefits.  Accordingly, any termination or amendment of the Plan may
be made effective immediately with respect to any benefits not yet paid, whether
or not prior notice of such amendment or termination has been given to affected
employees.

Taxes.  The Company will withhold taxes and other payroll deductions from any
severance payment.

No Right to Employment.  This Plan does not provide you with any right to
continue employment with the Company or affect the Company's right, which right
is hereby expressly reserved, to terminate the employment of any individual at
any time for any reason with or without cause.

IV.  STATEMENT OF ERISA RIGHTS

As a participant in the Red Brick Systems, Inc. Officers Severance Plan (the
"Plan"), you are entitled to certain rights and protections under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").  ERISA provides
that all Plan participants shall be entitled to:

     1.   Examine, without charge, at the Plan Administrator's office, all Plan
          documents, including all documents filed by the Plan with the U.S.
          Department of Labor.

     2.   Obtain copies of all Plan documents and other Plan information upon
          written request to the Plan Administrator.  The Plan Administrator may
          make a reasonable charge for the copies.

     3.   File suit in a federal court, if you, as a participant, request
          materials and do not receive them within thirty (30) days of your
          request.  In such a case, the court may require the Plan Administrator
          to provide the materials and to pay you a fine of up to $100 for each
          day's delay until the materials are received, unless the materials
          were not sent because of reasons beyond the control of the Plan
          Administrator.


In addition to creating rights for certain employees of the Company under the
Plan, ERISA imposes obligations 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 interest of the Company's employees
who are covered by the Plan.

No one, including your employer or any other person, may fire you or otherwise
discriminate against you in any way to prevent you from obtaining a benefit to
which you are entitled under the Plan or from exercising your rights under
ERISA.

If your claim for a severance benefit is denied or ignored, in whole or in part,
you have a right to file suit in a federal or a state court.  If Plan
fiduciaries are misusing the Plan's assets (if any) or if you are discriminated
against for asserting your rights, you may seek assistance from the U.S.
Department of Labor or file suit in a federal court.  The court will decide who
will pay court costs and legal fees.  If you are successful in your lawsuit, the
court may, if it so decides, order the party you have sued to pay your legal
costs, including attorney fees.  However, if you lose, the court may order you
to pay these costs and fees, for example, if it finds that your claim or suit is
frivolous.

If you have any questions about the Plan, this statement or your rights under
ERISA, you should contact the Plan Administrator or the nearest Area Office of
the U.S. Labor-Management Services Administration, Department of Labor.

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                         ADDITIONAL PLAN INFORMATION
                         ---------------------------



<TABLE>
<CAPTION>
<S>                               <C>
======================================================================================
Name of Plan:                     Red Brick Systems, Inc. Officers Severance Plan
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Company Sponsoring Plan:          Red Brick Systems, Inc.
                                  485 Alberto Way
                                  Los Gatos, California  95032
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Employer Identification           77-0145392
Number:
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Plan Number:                      508
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Plan Year:                        The calendar year; the first plan year is a short
                                  plan year beginning November 15, 1995 and ending
                                  December 31, 1995
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Plan Administrator:               Red Brick Systems, Inc.
                                  c/o Vice President, Human Resources
                                  485 Alberto Way
                                  Los Gatos, California  95032
                                  (408) 399-3200
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Agent for Service of Legal        Plan Administrator
Process:
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Type of Plan:                     Severance Plan/Employee Welfare Benefit Plan
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Plan Costs:                       The cost of the Plan is paid by Red Brick Systems, Inc.
======================================================================================================
</TABLE>

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