Exhibit 10.29




 




NON-COMPETITION

AGREEMENT




 




This

NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of November 19,

2002 (the “Execution Date”)

by and among VERSANT CORPORATION, a California corporation (“Versant”) and MOKUME

SOFTWARE, INC., a Delaware corporation (“Mokume”), on the one hand, and AJAY JAIN (“Stockholder”), on

the other hand.




 




R

E  C  I  T  A  L  S




 




A.            Concurrently with the execution of

this Agreement, Versant, VM Merger Corp., a Delaware corporation that is a

wholly-owned subsidiary of Versant (“Sub”), Mokume and Mokume’s stockholders have entered

into an Agreement and Plan of Reorganization dated as of November 19, 2002 (the

“Plan”), which

provides for the merger (the “Merger”) of Sub with and into Mokume, with Mokume to be

the surviving corporation of the Merger. 

Upon the effectiveness of the Merger, the outstanding shares of Mokume

Common Stock will be converted into the right to receive shares of Versant

Common Stock, in the manner and on the basis set forth in the Plan.  Capitalized terms used in this Agreement

that are not defined herein shall have the same meanings that such terms have

in the Plan.




 




B.            Stockholder is a principal

stockholder of Mokume, owns Common Stock of Mokume and is an officer, director

and key employee of Mokume, and upon the effectiveness of the Merger, will

receive shares of Versant Common Stock having substantial value by virtue of

the conversion of Stockholder’s Mokume Common Stock in the Merger.  Stockholder’s talents and abilities are

critical to Mokume’s ability to continue to successfully carry on its business

and to Versant’s ability to realize value from the Merger in exchange for the

substantial consideration Versant will pay to Mokume’s stockholders (including

Stockholder) to acquire Mokume and its stock and business in the Merger.




 




C.            One of the material conditions

precedent to the obligation of Versant to consummate the Merger under the Plan

is that Stockholder has executed, entered into and is bound by this Agreement

with Versant and Mokume.  Stockholder is

therefore entering into this Agreement as a material inducement and

consideration to Versant to enter into the Plan, to issue the consideration

payable to Stockholder and the other Mokume stockholders in the Merger and to

consummate the Merger, and to ensure that Versant effectively acquires the

goodwill of Mokume.




 




NOW,

THEREFORE, in consideration of the facts stated in the foregoing recitals and

the promises made herein, Versant, Mokume and Stockholder hereby agree as

follows:




 




1.             Effectiveness of Obligations.  This Agreement shall become effective if and

only if the Merger is consummated, and shall become effective upon the date and

time that the Merger is consummated and becomes legally effective (such date

and time being hereinafter referred to as the “Effective Time”).




 




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2.             Certain Definitions.




 




(a)           Affiliate.  As used herein, the term “Affiliate” will have

the meaning given to such term in Rule 405 of Regulation C promulgated under

the Securities Act of 1933, as amended, and refers both to a present and future

Affiliate.




 




(b)           Real-Time Computing Business.  As used herein, the term “Real-Time Computing Business”

means the business of developing, marketing and supporting Real-Time Computing

Products (as defined below) and/or providing Real-Time Computing Services (as

defined below).  “Real-Time Computing Products” means software

products that have significant real-time computing components and are designed

to provide an enterprise with real-time access to information in order to

enhance the enterprise’s business. 

Real-Time Computing Products may include, without limitation, adapters

to real-time devices, connectivity software, business rules engines, data

management software and industry specific applications or templates designed

for real-time computing applications that come within the above definition of

Real-Time Computing Products.  “Real-Time Computing Services”

means services provided with respect to (i) the installation, support,

maintenance, training or use of Real-Time Computing Products or (ii) real-time

computing projects for enterprises with real-time computing applications.  Real-Time Computing Services may include,

without limitation, design consultation, implementation consultation,

programming, implementation, testing, documentation, project management,

integration, and performance consulting services that comes within the above

definition of Real-Time Computing Services.




 




(c)           Competing Business.  As used herein, the term “Competing Business”

means (i) any business that is competitive with or is substantially similar to

the Real-Time Computing Business or (ii) any business that involves providing

software, outsourcing services or software support services to any persons or

entities who were customers of Mokume on or before the Execution Date.




 




(d)           Covenant Period.  As used herein, the term “Covenant Period”

means that period of time beginning on the Effective Time and ending two (2)

years after the Effective Time, provided, however, that if,

during the time period beginning on the Effective time and ending on the day

immediately preceding the second (2nd) anniversary of the Effective

Time Stockholder ceases to be employed by Versant or a subsidiary of Versant  because

Stockholder’s employment is Terminated Without Cause (as defined below), then

the Covenant Period will instead end on the earlier to occur of (i) two (2)

years after the Effective Time, or (ii) the first date on which Versant fails

to pay to Stockholder an installment payment of Severance (as defined below)

pursuant to the Employment Agreement (as defined below) when such payment is

due and payable to Stockholder under the terms of the Employment

Agreement.  For purposes of the

foregoing clause (ii), the parties acknowledge and agree that, notwithstanding

anything in this paragraph or in the Employment Agreement to the contrary, in

order to extend the Covenant Period pursuant to such clause (ii) beyond the

last date on which a payment of Severance is due to Stockholder under the terms

of the Employment Agreement (the “Last Severance Date”), Versant shall nevertheless have

the right (exercisable at its sole option and discretion) to voluntarily

continue to make payments to Stockholder after the Last Severance Date of

amounts of cash equal in amount to (and payable on the same schedule as) the

monthly installments of Severance and medical insurance coverage that were

payable under the Employment Agreement




 




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(but, in the case of payments

for medical insurance coverage, only for so long as Stockholder and /or

Stockholder’s spouse is not covered by similar medical coverage provided by

another employer) (“Extension Payments”),

and for so long as Versant continues to make such Extension Payments on such

schedule the Covenant Period will continue in effect (but not beyond two (2)

years after the Effective Time).




 




(e)           Employment Agreement; Severance.  As used herein, the term “Employment Agreement”

means the employment letter agreement dated as of the Execution Date between

Versant and Stockholder and entered into pursuant to Section 8.7 of the Plan.

As used herein, the term “Severance” means the cash severance payments that

Versant has agreed to pay Stockholder under the Employment Agreement in the

event that Stockholder ceases to be employed by Versant or a subsidiary of

Versant because Stockholder’s employment is Terminated Without Cause (as

defined above) on or before November 19, 2004.




 




(f)            Engaging in Business.  As used in Section 3 of this Agreement, each

of the following activities, without limitation, shall be deemed to constitute “engaging in a business”:  to engage in, carry on, work with, be

employed by, consult for, invest in, solicit customers for, have an interest in,

own stock or any membership or other equity interest in, advise, lend money to,

guarantee the debts or obligations of, contribute, sell or license intellectual

property to, or permit one’s name or any part thereof to be used in connection

with, any enterprise or endeavor, either individually, in partnership or in

conjunction with any person, firm, association, partnership, joint venture,

limited liability company, corporation or other business, whether as principal,

agent, stockholder, partner, joint venturer, member, director, officer,

employee, consultant, or in any other manner whatsoever.  However, nothing contained in this Agreement

shall prohibit Stockholder from (i) being employed by or serving as a consultant

to Versant (or any other Affiliate of Versant), (ii) acquiring or holding at

any one time less than one percent (1%) of the outstanding securities of any

publicly traded company, (iii) holding stock of Versant, or (iv) acquiring or

holding an interest in a mutual fund, limited partnership, venture capital fund

or similar investment entity of which Stockholder is not an employee, officer

or general partner and has no power to make, participate in or directly

influence the investment decisions of such mutual fund, limited partnership,

venture capital fund or investment entity.




 




(g)           Surviving Corporation.  As used herein, the term “Surviving Corporation”

means Mokume, the surviving corporation of the Merger.




 




(h)           Terminated Without Cause.   As used herein, the term “Terminated Without Cause”

will have the same meaning given to such term in Part 3 of Exhibit B to the

Plan; except  that, solely for purposes of this Agreement, the

term “Cause” (as used in the definition of “Terminated Without Cause”) will not

be deemed to include the “Cause” grounds set forth in Exhibit B, Part

3(b)(viii) to the plan, relating to substantial under-performance by

Stockholder of mutually agreed business objectives.




 




3.             Non-Competition and

Non-Solicitation Covenants.




 




(a)           Non-Competition.  Stockholder hereby covenants and agrees with

Versant and Mokume that, at all times during the Covenant Period, Stockholder

shall not (except on behalf of Versant or an Affiliate of Versant),

either directly or indirectly, engage in any




 




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Competing Business (i) in any

state of the United States or (ii) in any country in which Mokume has conducted

business (including, without limitation, any county, state, territory,

possession or country in which any customer of Mokume is located or in which

Mokume has solicited business). 

Stockholder acknowledges and agrees with Versant and Mokume that Mokume

has to date engaged in business at a national level in the United States of

America in each state of the United States of America.




 




(b)           Non-Solicitation of Customers.  In addition to, and not in limitation of,

the non-competition covenants of Stockholder in Section 3(a) above, Stockholder

agrees with Versant and Mokume that, at all times during the Covenant Period,

Stockholder will not, either for Stockholder or for any other person or entity

(other  than for Versant and any of its Affiliates), directly or

indirectly solicit business from, or attempt to sell, license or provide the

same or similar products or services as are now provided by Mokume, or are

currently proposed to be provided by Mokume, including without limitation any

products or services within the scope of the Real-Time Computing Business.




 




(c)           Non-Solicitation of Employees or

Consultants.  In addition to, and

not in limitation of, the non-competition covenants of Stockholder in Section

3(a) above, Stockholder agrees with Versant and Mokume that, at all times

during the Covenant Period, Stockholder will not, either for Stockholder or for

any other person or entity, directly or indirectly, solicit, induce or attempt

to induce any director, employee, consultant or contractor of Versant, the

Surviving Corporation or any of their Affiliates to terminate his or her

employment or his, her or its services with, Versant, the Surviving Corporation

or any of their respective Affiliates or to take employment with any other

party.




 




4.             Severability.  The scope and effect of the covenants of

Stockholder in this Agreement shall be as broad in time (but not, as regards

the covenants contained in Section 3 of this Agreement, beyond the applicable

time periods set forth therein), geography, scope of business and in all other

respects as is permitted by applicable law. 

Should a court or other body of competent jurisdiction determine that

any term or provision of this Agreement is excessive in scope or duration or is

invalid or unenforceable, then the parties agree that such term or provision

shall not be voided or made unenforceable, but rather shall be modified so as

to be enforceable, in accordance with the purposes stated in the preceding

sentence and with applicable law, and all other terms and provisions of this

Agreement shall remain valid and fully enforceable.




 




5.             Remedies.  Stockholder acknowledges and agrees with

Versant and Mokume that, in light of Stockholder’s unique skills, experience

and capabilities, money damages would not adequately compensate Versant or

Mokume if Stockholder were to breach any of covenants of Stockholder contained

in this Agreement.  Consequently,

Stockholder agrees that in the event of any such breach, Versant and/or Mokume

shall each be entitled, in addition to any other remedies, to enforce this

Agreement by means of an injunction, specific performance or other equitable

relief.




 




6.             Successors and Assigns.  This Agreement and the rights and

obligations of Stockholder hereunder are personal to Stockholder and shall not

be assignable, delegable or transferable by Stockholder in any respect.  This Agreement shall inure to the benefit of

the




 




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permitted successors and

assigns of Versant and Mokume, including any successor to or assignee of all or

substantially all of the business and assets of Versant or Mokume or any other

part of the business or assets of Versant and/or Mokume, whether by merger,

consolidation, sale of stock or assets or other business combination.




 




7.             Costs of Enforcement.  If any party to this Agreement seeks to

enforce its rights under this Agreement by legal proceedings or otherwise, the

non-prevailing party shall pay all costs and expenses incurred by the

prevailing party, including, without limitation, all reasonable attorneys’ and

experts’ fees.




 




8.             Entire Agreement.  This Agreement contains all of the terms and

conditions agreed upon by the parties relating to the subject matter of this

Agreement and, effective upon the Effective Time of the Merger, shall supersede

any and all prior and contemporaneous agreements (including any non-competition

and non-solicitation agreements between Stockholder and Mokume), negotiations,

correspondence, understandings and communications of the parties, whether oral

or written, respecting that subject matter (except that any non-competition,

non-solicitation or other covenants of the type set forth in Section 3 of this

Agreement that are contained in any employee invention assignment and/or

confidentiality agreement executed by Stockholder, or in any employment

agreement executed by Stockholder, with Versant or with the Surviving

Corporation that is in effect at any time during the Covenant Period, shall

each be construed to be a separate, independent and concurrent covenant and

obligation of Stockholder that is cumulative and in addition to, and not in

lieu of or in conflict with, any of the covenants in Section 3 of this Agreement,

and the existence of any such separate, independent and concurrent covenant or

covenants shall have no effect on the covenants contained in Section 3 of this

Agreement).




 




9.             Governing Law.  This Agreement shall be governed by and

construed in accordance with the internal laws of the State of California,

excluding that body of law pertaining to conflicts of laws.




 




10.          Notices.  All notices and other communications

required or permitted under this Agreement will be in writing and hand

delivered, sent by telecopier, sent by certified or registered first class

mail, postage pre-paid, or sent by nationally recognized express courier

service.  Such notices and other

communications will be effective:  (a)

upon receipt if hand delivered; (b) five (5) days after mailing if sent by

mail; and (c) one (l) day after dispatch if sent by telecopier (with electronic

acknowledgment of successful transmission) or express courier, to the following

addresses, or such other addresses as any party may notify the other parties in

accordance with this Section:




 




	

  If to Versant or Mokume:


  	

   


  	

  With a copy to:


  
	

   


  	

   


  	

   


  
	

  Versant

  Corporation


  	

   


  	

  Fenwick

  & West LLP


  
	

  6539

  Dumbarton Circle


  	

   


  	

  Two Palo

  Alto Square


  
	

  Fremont, CA

  94555


  	

   


  	

  Palo Alto,

  CA 94306


  
	

  Attention:  President


  	

   


  	

  Attention:  Kenneth A. Linhares, Esq.


  
	

  Fax

  Number:  (510) 789-1515


  	

   


  	

  Fax

  Number:  (650) 494-1417


  





 




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If to Stockholder:




Ajay Jain




[Address]




[Address]




Fax Number: (      )

      -        




 




or to such other address as

either party may have furnished to the other in writing in accordance herewith,

except that notices of change of address shall only be effective upon receipt.




 




11.          Counterparts.  This Agreement may be executed in

counterparts, each of which will be deemed an original but all of which, taken

together, constitute one and the same agreement.




 




12.          Titles.  The titles and

captions of the sections and paragraphs of this Agreement are included for

convenience of reference only and shall have no effect on the construction or

meaning of this Agreement.




 




13.          Rules of Construction.  It is intended by the parties hereto that

this Agreement shall not be construed against the party that has drafted all or

any portion of this Agreement.




 




 




[The remainder of

this page has intentionally been left blank]




 




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IN WITNESS

WHEREOF, Stockholder, Versant and Mokume have executed and entered into this

Non-Competition Agreement effective as of the Execution Date.




 




 




	

  VERSANT CORPORATION


  	

   


  	

  STOCKHOLDER


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

    /s/

  LEE MCGRATH


  	

   


  	

  By: 


  	

  /s/ AJAY

  JAIN


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Title:


  	

  Vice

  President, Finance & Administration


  	

   


  	

  Name:


  	

  Ajay Jain


  	

   


  	

   


  	

   


  
	

   


  	

  and Chief

  Financial Officer


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  MOKUME SOFTWARE, INC.


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

    /s/

  AJAY JAIN


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Title:

  President & Chief Executive Officer


  	

   


  	

   


  	

   


  	

   


  	

   


  
											





 




 




[Signature Page to

Non-Competition Agreement]




 




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