Exhibit 10.1
 SYBASE, INC.
 AMENDED AND RESTATED
 2003 STOCK PLAN




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SYBASE, INC.
AMENDED AND RESTATED
2003 STOCK PLAN
(Amended and Restated Effective September 17, 2009)
 rd th th
 
 Background
 Purpose of the Plan
 
  1934 Act
 Administrator




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Affiliate
 Applicable Law
 Award
 Award Agreement
 Board Board of Directors
 Change in Control
     2




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Code
 Committee
 Company
 Consultant
 Continuous Status Continuous Status as an Employee or Consultant Continuous Status as a Director
 Deferred Stock Units
 Director
 Disability
 3




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Employee
 Exercise Price
 Fair Market Value
 Fiscal Year
 Freestanding SAR
 Grant Date
 Incentive Stock Option
 Independent Director
 Individual Objectives
 Misconduct
 4




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NYSE
 Nonemployee Director
 Nonqualified Stock Option
 Option
 Participant
 Performance Goals
 5




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Performance Shares
 Performance Unit
 Period of Restriction
 Plan
 Restricted Stock
 Restricted Stock Unit
 Retirement
 Rule 16b-3
 SEC
 Section 16 Person
 Shares
 Stock Appreciation Right SAR
 6




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Subsidiary
 Tandem SAR
 
 The Administrator
 Authority of the Administrator
 Delegation by the Administrator
 Decisions Binding
 7




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Number of Shares rd th
 Fungible Limit on Discounted Awards th th
 Lapsed Awards
 Adjustments in Awards and Authorized Shares
 8




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Legal Compliance
 Investment Representations
 
  Grant of Options
 Award Agreement
 Exercise Price
 Nonqualified Stock Options
 Incentive Stock Options
 9




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Substitute Options
 Expiration of Options
 Expiration Dates
 Date in Award Agreement
 10




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Termination of Continuous Status as Employee or Consultant
 Misconduct
 Disability
 Death
 Retirement
 Expiration
 11




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Change in Status
 Administrator Discretion
 Exercisability of Options
 Exercise and Payment
 Form of Consideration
 Delivery of Shares
 12




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Grant of SARs
 Number of Shares
 Exercise Price and Other Terms
 Exercise of Tandem SARs
 Exercise of Freestanding SARs
 SAR Agreement
 Expiration of SARs
 Payment of SAR Amount
 13




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Cancellation of Exercised and Unissued SAR Shares
 
 Grant of Restricted Stock
 Restricted Stock Agreement
 Transferability
 Other Restrictions
 General Restrictions
 Section 162(m) Performance Restrictions
 14




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Legend on Certificates
 Removal of Restrictions
 Voting Rights
 Dividends and Other Distributions
 Restricted Stock Granted Prior to the 5th Amendment Date th
 Restricted Stock Granted On or After the 5th Amendment Date th
 Return of Restricted Stock to Company
 15




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8.1
    
    Granting of Options
 Initial Grants
 Ongoing Grants
 Imputed Value
 Terms of Options.
 Option Agreement
 Exercise Price
 Expiration of Options
  16




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Nonqualified Stock Options Only
 Vesting and Other Terms
 Substitute Options
 Elections by Nonemployee Directors
 17




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Grant of Restricted Stock Units
 Number of Restricted Stock Units
 Performance Objectives and Other Terms
 Earning of Restricted Stock Units
 Form and Timing of Payment of Restricted Stock Unit Units
 Cancellation of Restricted Stock Units
 18




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Section 162(m) Performance Restrictions
 
 Grant of Performance Shares/Units
 Number of Units or Shares
 Value of Performance Shares/Units
 Performance Objectives and Other Terms
 Earning of Performance Shares/Units
 19




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Form and Timing of Payment of Performance Shares/Units
 Cancellation of Performance Shares/Units
 
 Change In Control
 Generally
 Options and SARs
   20




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Restricted Stock
 Restricted Stock Units; Performance Shares/Units
   21




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Dissolution or Liquidation
 Deferrals
 No Effect on Employment or Service
 Participation
 Limitations on Awards
 Successors
 22




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Beneficiary Designations
 Limited Transferability of Awards
 Restrictions on Share Transferability
 Buyout Provisions
 No Rights as Stockholder
 23




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Amendment, Suspension, or Termination
 No Amendment or Re-Pricing without Stockholder Approval
 Plan Effective Date and Duration of Awards.
 
 Withholding Requirements
 Withholding Arrangements
 24




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Liability of Company
 Grants Exceeding Allotted Shares
 Gender and Number
 Severability
 Requirements of Law
 Securities Law Compliance
 Governing Law
 Captions
 25




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SYBASE, INC.Dated:  September 17, 2009
    By:
    /S/ Daniel R. CarlDaniel R. CarlVice President,
General Counsel and Secretary 26