Vice President, Human Resources Employment Agreement

Exhibit 10.51


January 23, 1998


Susan T. Daniel 54 South Fourteenth Street San Jose, CA 95112


Dear Susan:


We are very pleased that you are considering joining us at Informix Software, Inc. (Company). The purpose of this letter is to set forth our offer of employment. We propose that you begin employment with Informix Software, Inc. in the capacity of Vice President, Human Resources, reporting to Bob Finocchio, Chairman, President and Chief Executive Officer.


Your salary, computed on an annual basis beginning on the date you become an employee of the Company, will be $230,000 per year and shall be paid in equal semi-monthly installments.


You will also participate in the Executive Incentive Compensation Plan in 1998 at a rate of 40%. The first six months are guaranteed. Plan details will be provided under separate cover.


It will be recommended to the Board of Directors that you receive a non-qualified stock option under the Informix Corporation Employee Stock Option Plan to acquire 200,000 shares of the common stock of Informix Corporation on terms and conditions to be determined solely by the Board of Directors at the time of the grant. In the event of a merger or change in control of the Company within six months after the date of the agreement, the exercisability of your options will accelerate as to two year's additional vesting. If such change of control takes place after such six month period, the exercisability of your options will accelerate so as to become fully vested. You, of course, will be under no obligation to exercise any stock options which may be granted to you.


In addition, a hire-on bonus of $15,000 will be awarded to you in which you will become "vested" at the rate of $7,500 for each of your first two years with the Company. In the event you terminate your employment before the end of the first year you will be required to repay the full amount of the bonus and if you terminate your employment ...