Exhibit

10.28




 




November 19, 2002




 




Mr. Ajay Jain




[Address]




[Address]




 




Dear Ajay:




 




This

letter agreement is being entered into by you, Ajay Jain (“you”) and Versant Corporation (“Versant”) pursuant to

Section 8.7 of the Agreement and Plan of Reorganization dated as of November

19, 2002 (the “Plan”)

among Versant, Mokume Software, Inc. (“Mokume”), VM Merger Corp., a wholly owned subsidiary of

Versant (“Sub’)

and the stockholders of Mokume. 

Capitalized terms used in this letter agreement but not defined in this

letter will have the same meanings given to them in the Plan.  Regardless of when signed, this letter

agreement will not take effect or bind you or Versant unless and until the

merger of Sub into Mokume contemplated by the Plan has been consummated and become

effective.




 




Subject

to the foregoing, Versant is pleased to offer you a full-time position at

Versant on the following terms and conditions:




 




1.             You will be employed as President

of Versant’s Real Time Computing Business Unit, reporting to Tom Miura,

Versant’s Chief Operating Officer. You will be paid $ 15,833.33 per month

(annualized at $190,000), which will be paid semi-monthly.  You will also be eligible to receive up to a

$75,000 annual bonus, based on meeting performance objectives, which will be

discussed and outlined with you during your first 90 days of employment.




 




2.             You will be granted

an option to purchase 85,000 shares of Versant Corporation common stock under

the current stock option program subject to approval of the grant of such

option by Versant’s Board of Directors (the “Board”).




 




3.             Versant offers

medical, dental, short-term/long-term disability, life, flex, vision, employee

stock purchase plan (ESPP), and 401(k) benefits.  If you have any questions about these benefits, please contact

Robin Steckhahn, our HR Manager at 510-789-1679 or email robin@versant.com at

Versant.




 




4.             You will also be

expected to comply with all Versant’s policies and procedures for its employees

(“Versant Employment Policies”),

including but not limited to Versant’s policy regarding securities trading by

company personnel.  Please contact me

immediately if you require a copy prior to your acceptance of this offer.




 





























 




5.             On your first day

of employment, please be prepared to show proof of eligibility to work in the

United States.  Acceptable documentation

includes: valid US passport, valid certificate of citizenship, valid

certificate of naturalization, un-expired INS work permit, un-expired foreign

passport bearing an appropriate, un-expired endorsement of the US Attorney

General authorizing an individual’s employment in the United States, Resident

Alien card, Form I-94, or social security card with valid driver’s license.

Employment with Versant is also contingent upon Versant’s satisfaction with a

pre-employment background check.




 




6.             On your first day

of employment you will be required to execute and deliver to Versant a copy of

its standard Invention Assignment and Confidentiality Agreement (the “Invention/Confidentiality Agreement”).  Your employment with Versant will be

conditioned upon your signing and delivering the Invention/Confidentiality

Agreement to Versant on your first day of employment.




 




7.             By accepting

this offer you agree that your employment is “at will” and that you may be

terminated at the sole discretion of management.  You may also resign at any time for any reason whatsoever.




 




8.             For so long as you

are an executive officer of Versant you  will be permitted to attend all in-person

meetings of Versant’s Board of Directors to the same general extent and for the

same general purposes as Versant’s other then executive officers attend such

meetings; provided, however, that you acknowledge and

agree that you may be excluded at any time from any confidential “closed

sessions” or “executive sessions” of any Board meeting and from any other

portions of any Board meeting if the Board in its sole discretion, for any

reason (which reasons may include, without limitation, confidentiality or

preservation of attorney-client privilege), requests that you not be present

for that portion of the meeting. You will not be entitled to attend any portion

of any telephonic meeting of the Board. 

In  addition  to (and not in lieu of) your

confidentiality and other obligations pursuant to the Invention

Assignment/Confidentiality Agreement, you agree (i) to hold in strict

confidence, and to act in a fiduciary manner with respect to, all non-public

information and materials that you may receive, or be given access to, in

connection with any meetings of the Board, and (ii) not to disclose any such

information to any third party, and not to use any such information for any

purpose that, if you were a Versant director, would violate your fiduciary duty

to Versant.




 




9.             Subject to the

terms and conditions specified below:




 




(a)               If you cease to be

employed by Versant or any of its subsidiaries during the time period beginning

on the Effective Time of the Merger and ending on November 19, 2003 because

your employment is Terminated Without Cause (as defined in Part 3 of Exhibit B

to the Plan), then (i) Versant will pay you cash severance in an amount equal

to your then-current monthly base salary (excluding any bonus) each month for

each of the twelve (12) months immediately following the date on which you are

so Terminated Without Cause, and (ii) Versant will pay the 




 




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reasonable cost of

continuing your then-current medical insurance coverage as provided by Versant

on the date you are Terminated Without Cause, for a period of twelve (12)

months from the date on which you are so Terminated Without Cause.




 




(b)              If you cease to be

employed by Versant or any of its subsidiaries during the time period beginning

on November 20, 2003 and ending on November 19, 2004 because your employment is

Terminated Without Cause (as defined in Part 3 of Exhibit B to the Plan), then

(i) Versant will pay you cash severance in an amount equal to your then-current

monthly base salary (excluding any bonus) each month for each of the six (6)

months immediately following the date on which you are Terminated Without

Cause, and (ii) Versant will pay the reasonable cost of continuing your

then-current medical insurance coverage as provided by Versant on the date you

are Terminated Without Cause, for a period of six (6) months from the date on

which you are so Terminated Without Cause.




 




(c)               You will not be

entitled to any severance or similar benefits from Versant if your employment

with Versant or any of its affiliates (i) is terminated for any reason other

than a Termination Without Cause (as defined in Part 3 of Exhibit B to the

Plan); or (ii) is terminated for any reason after November 19, 2004.




 




(d)              In addition,

notwithstanding anything above to the contrary, Versant will have no obligation

to pay you any severance or to continue (or pay to continue) any medical

insurance coverage for you unless and until you execute and deliver to Versant

a written agreement in which you grant Versant and its officers, directors,

employees, shareholders, subsidiaries and other affiliates an irrevocable

general release of all known and unknown claims that you may then have against

any of them (including but not limited to claims arising from your employment

or the termination of your employment) and you agree not to prosecute or bring

any legal action or other proceeding based upon any of such claims.  However, any such release shall not require

you to release any claims you may have against Versant pursuant to the Plan

solely in your capacity as a stockholder of Mokume or as the Representative of

the Mokume Stockholders.




 




(e)               As noted above, for

purposes of this letter and your employment with Versant, the terms “Terminated

Without Cause” and “Termination Without Cause” and “Cause” will have the

meanings given to such terms in Part 3 to Exhibit B to the Plan, except

that, solely for purposes of this letter agreement, the term  Cause” shall not include substantial

under-performance by you of the business objectives set forth in Appendix 1 to

Exhibit B to the Plan.  Except as

otherwise expressly specified in Part 3(e)(ii) to Exhibit B to the Plan, any

voluntary termination or abandonment by you of your employment with Versant or

any of its subsidiaries




 




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will not be

considered to be a “Termination Without Cause” and will not entitle you

to any severance as provided herein.




 




10.           This letter, the

Non-Competition Agreement you will enter into pursuant to the Plan, the

Invention/Confidentiality Agreement and the Versant Policies (both those now in

effect and those hereafter adopted) together set forth the entire agreement and

understanding between yourself and Versant regarding the terms of your

employment with Versant or any of its subsidiaries.  The terms of this offer may only be modified in a writing by an

executive officer of Versant.  The terms

of this offer letter are confidential. 

Versant reserves the right to cancel this offer without notice if these

terms become public knowledge.




 




11.           This offer will take

effect only if and when the Merger of Sub into Mokume pursuant to the Plan

occurs and becomes effective, and must be accepted by you on the date of the

Effective Time of the Merger or this offer will be automatically deemed revoked

on that date. We hope that you begin employment with Versant by November 19,

2002.  To confirm your acceptance of

this offer, please sign below where indicated and return a copy of all pages of

this letter.  If you have any questions,

please do not hesitate to call.  We are

all looking forward to having you on the Versant team and believe that you will

find working at Versant a rewarding career.




 




	

   


  	

  Sincerely,


  
	

   


  	

   


  
	

   


  	

  VERSANT

  CORPORATION


  
	

   


  	

   


  
	

   


  	

  By: 


  	

  /s/ LEE MCGRATH


  	

   


  
	

   


  	

   


  	

  Lee McGrath, Vice President, Finance &


  
	

   


  	

   


  	

  Administration;

  and Chief Financial Officer


  
	

   


  	

   


  
	

   


  	

   


  
	

  Accepted by:


  	

   


  
	

   


  	

   


  
	

  /s/ AJAY JAIN


  	

   


  	

   


  
	

  Ajay Jain


  	

   


  
	

  Dated: November 19, 2002


  	

   


  
	

   


  	

   


  
					





 




 




Enclosures




 




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