SYBASE INC
EXHIBIT 10.33
<DOCUMENT>
<TYPE>EX-10.33
<SEQUENCE>12
<FILENAME>f79747ex10-33.txt
<DESCRIPTION>EXHIBIT 10.33
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.33

                                  SYBASE, INC.
                                 1996 STOCK PLAN

                                 NOTICE OF GRANT
                                       AND
                       RESTRICTED STOCK PURCHASE AGREEMENT


You have been granted the right to purchase the number of Shares of Common Stock
of the Company set forth below ("Stock Purchase Right"), subject to the terms
and conditions of the Sybase, Inc. 1996 Stock Plan ("Plan"), and this Notice of
Grant and Restricted Stock Purchase Agreement (collectively, the Agreement").
Unless otherwise defined below, capitalized terms shall have the same meanings
set forth in the Plan.

Purchaser:

Address:

Soc. Sec. No.:

Purchase Price Per Share:       $0.10

Number of Shares subject to
Stock Purchase Right:

Date of Grant:

Purchase Deadline:

IMPORTANT NOTE: YOU MUST EXERCISE THIS STOCK PURCHASE RIGHT, IF AT ALL, NO LATER
THAN THE PURCHASE DEADLINE OR IT WILL TERMINATE AND YOU WILL HAVE NO FURTHER
RIGHT TO PURCHASE THE SHARES.

By signing below, you accept this Grant and you: (i) agree to the terms and
conditions of this Agreement; (ii) represent that you have reviewed the Plan and
the Agreement in their entirety, and have had an opportunity to obtain the
advice of counsel with respect thereto; (iii) fully understand and accept all
provisions hereof; (iv) agree to accept as binding, conclusive, and final all
decisions or interpretations of the Plan and the Agreement by the Administrator;
and (v) agree to notify the Company upon any change in the address indicated
above.

                                      AGREED AND ACCEPTED:


                                      Signature:

                                      Print Name:


                                      -1-


<PAGE>
                                  SYBASE, INC.
                                 1996 STOCK PLAN

                       RESTRICTED STOCK PURCHASE AGREEMENT


Unless otherwise defined herein, capitalized terms below shall have the same
meanings set forth in the Sybase, Inc. 1996 Stock Plan, as amended.

1. Purchase and Sale of Restricted Stock. The Company has granted a Stock
Purchase Right to Purchaser for the number of Shares specified in the Notice of
Grant on the preceding page ("Notice of Grant"). The Company hereby agrees to
sell such Shares to the Purchaser at the per Share purchase price specified in
the Notice of Grant ("Purchase Price") and on the following terms and
conditions, and in consideration thereof, Purchaser agrees to be bound by the
terms and conditions set forth herein.

2. Payment of Purchase Price. The Purchase Price for the Shares shall be paid on
or before the Purchase Deadline specified in the Notice of Grant by delivery to
the Company of payment in one of the following forms, as approved by the
Company: (i) a check; (ii) cancellation of any or all of any indebtedness of the
Company to the Purchaser; or (iii) a combination of (i) and (ii).

3. Release of Shares From Repurchase Option. One hundred percent (100%) of the
Shares shall be released from the Company's Repurchase Option (defined in
Section 4) on the _______ anniversary of the Date of Grant ("Release Date"),
provided that the Purchaser has not ceased Continuous Status as an Employee or
Consultant prior to such date. Prior to the Release Date, all Shares subject to
the Company's Repurchase Option shall be defined in this Agreement as
"Unreleased Shares."

4. Repurchase Option. If Purchaser ceases Continuous Status as an Employee or
Consultant for any reason (including death or Disability), or in the event of
Purchaser's Misconduct, the Company shall have the right to repurchase some or
all of the Purchaser's Unreleased Shares for a period of sixty (60) days from
the effective date of Purchaser's termination or Misconduct, as the case may be.
The purchase price per Share for the Unreleased Shares shall equal the original
Purchase Price per Share specified in the Notice of Grant (the "Repurchase
Price"). If the Company elects to repurchase any of the Unreleased Shares, it
shall deliver (i) a written notice of such election to the Purchaser (or the
Purchaser's executor), and (ii) payment of the appropriate Repurchase Price in a
form approved by the Company. Upon delivery of such notice and payment, the
Company shall become the legal and beneficial owner of the Unreleased Shares
purchased and all rights and interests therein or relating thereto, and the
Company shall have the right to retain and transfer such Unreleased Shares to
its own name.

5. Restriction on Transfer. Except for the transfer of the Shares to the Company
or its assignees contemplated by this Agreement, none of the Shares or any
beneficial interest therein shall be transferred, encumbered or otherwise
disposed of in any way until such Shares are released from the Company's
Repurchase Option in accordance with this Agreement. In addition, as a condition
to any transfer of the Shares after expiration of the Company's Repurchase
Option, the Company may, in its discretion, require: (i) that the Shares shall
have been duly listed upon any national securities exchange or automated
quotation system on which the Company's Common Stock may then be listed or
quoted; (ii) that either (a) a registration statement under the Securities Act
of


                                      -2-


<PAGE>
1933, as amended ("Securities Act") with respect to the Shares shall be
effective, or (b) in the opinion of counsel for the Company, the proposed
purchase shall be exempt from registration under the Securities Act and the
Purchaser shall have entered into agreements with the Company as reasonably
required; and (iii) fulfillment of any other requirements deemed necessary by
counsel for the Company to comply with Applicable Laws.

6. Retention of Shares. To ensure the availability for delivery of the
Purchaser's Unreleased Shares upon repurchase by the Company pursuant to the
Repurchase Option, the Company shall retain possession of the share certificates
representing the Unreleased Shares, together with a stock assignment duly
endorsed in blank, attached hereto as Exhibit A. The Unreleased Shares and
related stock assignment shall be held by the Company until the Company's
Repurchase Option expires. In addition, the Company may require the spouse of
Purchaser, if any, to execute and deliver to the Company the Consent of Spouse
in the form attached hereto as Exhibit B. When the Repurchase Option has been
exercised or expires, the Company shall promptly deliver the certificate to the
Company or the Purchaser, as the case may be.

7. Stockholder Rights. Subject to the terms hereof, the Purchaser shall have all
the rights of a stockholder with respect to the Shares while they are retained
by the Company pursuant to Section 6, including without limitation, the right to
vote the Shares and to receive any cash dividends declared thereon. If, from
time to time during the term of the Repurchase Option, there is (i) any stock
dividend, stock split or other change in the Shares, or (ii) any merger or sale
of all or substantially all of the assets or other acquisition of the Company,
any and all new, substituted or additional securities to which the Purchaser
shall be entitled by reason of the Purchaser's ownership of the Shares shall be
immediately subject to the terms of this Agreement and included thereafter as
"Shares" for purposes of this Agreement and the Repurchase Option.

8. Legends. The share certificate evidencing the Shares, if any, issued
hereunder shall be endorsed with the following legend (in addition to any legend
required under applicable state securities laws):

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH IN AN AGREEMENT BETWEEN THE
COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF
THE COMPANY.

9. Tax Consequences. The Purchaser has reviewed with the Purchaser's own tax
advisors the federal, state, local and foreign tax consequences of this
investment and the transactions contemplated by this Agreement. The Purchaser is
relying solely on such advisors and not on any statements or representations of
the Company or any of its agents. The Purchaser understands that the Purchaser
(and not the Company) shall be responsible for the Purchaser's own tax liability
that may arise as a result of the transactions contemplated by this Agreement.
The Purchaser understands that Section 83 of the Internal Revenue Code of 1986,
as amended (the "Code"), taxes as ordinary income the difference between the
purchase price for the Shares and the fair market value of the Shares as of the
date any restrictions on the Shares lapse. In this context, "restriction"
includes the right of the Company to buy back the Shares pursuant to the
Repurchase Option. The Purchaser understands that the Purchaser may elect to be
taxed at the time the Shares are purchased rather than when and as the
Repurchase Option expires by filing an election under Section 83(b) of the Code
with the IRS within 30 days from the date of purchase. The form for making this
election is attached as Exhibit C hereto.


                                      -3-


<PAGE>
THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND
NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE
PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE
PURCHASER'S BEHALF.

10. General.

(a) This Agreement shall be governed by the laws of the State of California. The
Agreement, subject to the terms and conditions of the Plan, represents the
entire agreement between the parties with respect to the purchase of Shares of
Restricted Stock by the Purchaser. In the event of a conflict between the terms
and conditions of the Plan and the terms and conditions of this Agreement, the
terms and conditions of the Plan shall prevail. Unless otherwise defined herein,
the terms defined in the Plan shall have the same defined meanings in this
Agreement.

(b) Any notice, demand or request required or permitted to be given by either
the Company or the Purchaser pursuant to the terms of this Agreement shall be in
writing and shall be deemed given when delivered personally or deposited in the
U.S. Mail, First Class with postage prepaid, and addressed to the parties at the
addresses of the parties set forth in the Notice of Grant, or such other address
as a party may request by notifying the other in writing. A copy of any notice
to the Escrow Holder shall be sent to the other party hereto.

(c) The rights of the Company under this Agreement shall be transferable to any
one or more persons or entities, and all covenants and agreements hereunder
shall inure to the benefit of, and be enforceable by the Company's successors
and assigns. The rights and obligations of the Purchaser under this Agreement
may only be assigned with the prior written consent of the Company.

(d) The Purchaser agrees upon request to execute any further documents or
instruments necessary or desirable to carry out the purposes or intent of this
Agreement.

(e) PURCHASER ACKNOWLEDGES AND AGREES THAT THE RELEASE OF SHARES PURSUANT TO
SECTION 3 HEREOF SHALL BE EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE OR
CONSULTANT AT THE WILL OF THE COMPANY (UNLESS OTHERWISE AGREED IN WRITING) AND
NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES HEREUNDER. PURCHASER
FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT.


                                      -4-


<PAGE>
                                    EXHIBIT A

                      ASSIGNMENT SEPARATE FROM CERTIFICATE


FOR VALUE RECEIVED I, __________________________, hereby sell, assign and
transfer unto _______________________________________(__________) shares of the
Common Stock of Sybase, Inc. standing in my name of the books of said
corporation represented by Certificate No. ________ herewith and do hereby
irrevocably constitute and appoint _____________________________ to transfer the
said stock on the books of the within named corporation with full power of
substitution in the premises.

This Stock Assignment may be used only in accordance with the Notice of Grant
and the Restricted Stock Purchase Agreement between Sybase, Inc. and the
undersigned dated February 1, 2001.

Dated:                , 200
       ---------------     --


                              Signature:
                                        --------------------------------



INSTRUCTIONS:

PLEASE DO NOT FILL IN ANY BLANKS OTHER THAN THE SIGNATURE LINE.
The purpose of this assignment is to enable the Company to exercise the
Repurchase Option, as set forth in the Agreement, without requiring additional
signatures on the part of the Purchaser.


                                      -5-


<PAGE>
                                    EXHIBIT B

                                CONSENT OF SPOUSE


I, ____________________, spouse of ___________________, have read and approve
the foregoing Notice of Grant and Restricted Stock Purchase Agreement (the
"Agreement"). In consideration of the Company's grant to my spouse of the right
to purchase shares of Sybase, Inc. set forth in the Agreement, I hereby appoint
my spouse as my attorney-in-fact in respect to the exercise of any rights under
the Agreement and agree to be bound by the provisions of the Agreement insofar
as I may have any rights in said Agreement or any shares issued pursuant thereto
under the community property laws or similar laws relating to marital property
in effect in the state of our residence as of the date of the signing of the
foregoing Agreement.

Dated:                , 200
       ---------------     --


                                        --------------------------------
                                        Signature of Spouse


                                      -6-


<PAGE>
                                    EXHIBIT C

                          ELECTION UNDER SECTION 83(b)
                      OF THE INTERNAL REVENUE CODE OF 1986


The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as amended, to include in taxpayer's gross income
for the current taxable year the amount of any compensation taxable to taxpayer
in connection with his or her receipt of the property described below:

1. The name, address, taxpayer identification number and taxable year of the
undersigned are as follows:


    Name:
                         -------------------------------------------------

    Spouse:
                         -------------------------------------------------

    Taxpayer I.D. No.:
                         -------------------------------------------------

    Address:
                         -------------------------------------------------

                         -------------------------------------------------

    Tax Year:
                         -------------------------------------------------

2. The property with respect to which the election is made is described as
follows: __________________________ shares of the Common Stock of Sybase, Inc.
(the "Company").

3. The date on which the property was transferred is __________________.

4. The property is subject to the following restrictions:

The Shares may be repurchased by the Company or its designee upon certain
events. This right lapses with regard to a portion of the Shares based on the
Purchaser's continued status as an employee or consultant over time.

5. The fair market value at the time of transfer, determined without regard to
any restriction other than a restriction which by its terms will never lapse, of
such property is: $______________________.

6. The amount (if any) paid for such property is: $______________________.

The undersigned has submitted a copy of this statement to the person for whom
the services were performed in connection with the undersigned's receipt of the
above-described property. The transferee of such property is the person
performing the services in connection with the transfer of said property. The
undersigned understands that the foregoing election may not be revoked except
with the consent of the Commissioner.

Dated:                , 200
       ---------------     --                --------------------------------
                                             Signature of Taxpayer

The undersigned spouse of taxpayer joins in this election.

Dated:                , 200
       ---------------     --                --------------------------------
                                             Spouse of Taxpayer


                                      -7-



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