**Exhibit 10.14**

 

**MANAGING DIRECTOR**

**SERVICE CONTRACT**

 

between

 
| POET Software GmbH |   |
|--------------------|--------|
| Wiesenkamp 22 b    |   |
| 22359 Hamburg      |   |

 

- hereinafter “Company” -

 

here represented by its shareholders

 

the letter represented by

 
| Nick Ordon |   |
|------------|--------|

 

and

 
| Herr/Mr. Jochen Witte |   |
|-----------------------|--------|

 

- hereinafter “Managing Director” -

 

**Preamble**

 

By Shareholders’ resolution on19 May 1993 the shareholders appointed the Managing Director to be ManagingDirector of the Company.

 

His employment with the Companyhas been ruled so far by the Managing Director’s “Contract of Service” as of 19May 1993 together with the “Attachments of Employment Agreement” as of 10September 1998 and all further additional agreements.

 

The parties agree that uponexpiry of the day preceding the day of commencement of this agreement theManaging Director’s “Contract of Service” as of 19 May 1993 together with the “Attachmentsof Employment Agreement” as of 10 September 1998 and

 

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all further additionalagreements shall terminate.

 

The parties agree that theconditions of employment of the Managing Director of the Company solely andexclusively base upon the following provisions:

 

**§ 1Position and Tasks**

 

(1)  The Managing Director of the Company has thetitle “President of the European Operations of Versant” as well as the title “ManagingDirector of POET Software GmbH”.  He isin particular responsible for the European operations of Versant Corporationand its subsidiaries.

 

(2)  The Managing Director shall conduct thebusiness of the Company conscientiously with the care of a proper businessmanand shall exercise in a responsible way the duties assigned to him by the law,articles of Incorporation, contract and where necessary general codes ofpractice and rules of procedure.  Inparticular he shall also obey the basic principles of the Company’s businessplan.

 

(3)  The Managing Director’s main activitycomprises the responsible management and supervision of the Company (includingthe initiation, co-ordination and execution of all procedures) and may, fromtime to time, be extended upon request of the shareholders to the performanceof other assignments or the assumption of further responsibilities within therelated Versant group of corporations, to support its overall businessobjective.

 

(4)  When appointing additional Managing Directors,the tasks of the management can be specified by the Shareholders’ Meeting.  The Managing Director shall co-ordinate hisactivities with the other Managing Directors in a helpful and consideratemanner.

 

**§ 2 Shareholders’Resolutions**

 

(1)  The Managing Director is bound by theresolutions of the Shareholders’ Meeting.

 

(2)  In particular, the Shareholders’ Meeting candefine general guidelines regarding the conduct of

 

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business transactions.

 

(3) Moreover the Shareholders’Meeting can issue binding rules of procedure defining the demarcation of theareas of activity of the Managing Directors.

 

(4) Subject to furtherinstructions by the Shareholders’ Meeting, the Managing Director shall requirethe prior written approval of the Shareholders’ Meeting for all activitiesgoing above and beyond the Company’s ordinary scope of businessactivities.  Among these are inparticular the business activities mentioned in Exhibit 1.

 

(5) Consent can already be grantedin advance, including for individual groups of transactions. Inclusion in theadopted annual budget counts as consent, unless a reservation was attached toits adoption in this respect.

 

(6) The Managing Directorreports to the person assigned by the Shareholders’ Meeting, presently to theChief Executive Officer of Versant Corporation, currently Mr. Nick Ordon (“Representativeof the Shareholders’ Meeting”).

 

**§ 3 Powerof representation**

 

(1) The Managing Directorrepresents the Company (alongside the other Managing Directors where necessary)legally and extrajudicially in accordance with the conditions of hisappointment and the articles of association.

 

(2) The Managing Director shallobey the restrictions imposed on him by this agreement, the articles ofassociation, the law, an instruction or a resolution by the Shareholders’Meeting.

 

**§ 4Duration**

 

(1) This agreement starts onApril 1, 2004 and runs for a period of three years. It expires on March 31,2007.

 

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**§ 5Termination/Recall**

 

(1) The right to giveextraordinary notice for cause remains unaffected. A cause for the Companyexists in particular if the Managing Director violates the provisions of thisagreement or the restrictions concerning management that are imposed on him inthe internal relationship. The extraordinary notice of this agreement must bein writing to be effective.

 

(2) The Company shall beentitled to release the Managing Director from further activities for theCompany on full pay during the duration of this agreement, especially in caseof a recall from his position as Managing Director.

 

(3) The Managing Director’sappointment as Managing Director of the Company can be revoked at any time bythe Shareholders’ Meeting, notwithstanding any compensation claims on his partarising from this agreement.

 

**§ 6Remuneration**

 

(1) The Managing Director shallreceive an annual fixed gross salary of EUR 150,000. -(Base Salary) asremuneration for his work, which shall be payable in 12 equal instalments ofEUR 12,500. - gross (Monthly Gross Salary) less statutory deductions at the endof each calendar month. If a contract year is shorter than the calendar year,the remuneration shall be paid pro rata temporis.

 

(2) In addition to the Base Salaryin accordance with para 1 above, the Managing Director shall receive a variableannual compensation of EUR 75,000.- gross (Target Bonus), related to thesuccess of the European operations. The variable compensation shall be paidonce a year in the first quarter of the following year. In the event that acontract year is shorter than a calendar year, the variable compensation shallbe paid pro rata temporis.

 

(3) No employer’s pensioncommitment exists.

 

(4) The remuneration accordingto this provision is the settlement for the entire activity by the ManagingDirector, in particular where necessary also that for subsidiary, part-owned orother companies of the Versant group or on Sundays and public holidays.

 

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Insofar as the ManagingDirector receives remunerations for such activities directly from the companiesinvolved, these shall be off-set against the remuneration according to thisagreement, except as expressly agreed otherwise.

 

**§ 7 Otherbenefits**

 

(1) The Company will providethe Managing Director with a company car with a monthly lease rate up to EUR1,000.- net. In this regard the Managing Director shall keep his currentcompany car. An upgrading shall be financed by the Managing Director. A downgradingshall be taken into account as gross motor vehicle compensation in the monthlysalary statement. The Managing Director is entitled to use the company car forprivate purposes. According to German tax regulations, as in force from time totime, the private use is taxable as remuneration in kind, which shall be takeninto consideration for the payroll. Otherwise, the motor vehicle guidelines ofthe Company shall apply in their respectively applicable version. Upontermination of the employment, the Managing Director shall return the companycar immediately.

 

(2) The Company will reimbursethe Managing Director for proved travel expenses and other expenditure whichbecame necessary in the interest of the Company in accordance with guidelinesof the Company in force from time to time and German tax regulations in forcefrom time to time.

 

(3) The Managing Director isentitled to a life insurance benefit with a monthly premium up to EUR 130. -net.

 

(4) The Company shall insurethe Managing Director against accident to the usual and appropriate amount.

 

**§ 8Vacation**

 

(1) The Managing Director isentitled to an annual vacation of 28 working days.

 

(2) The Managing Director shallagree with the other managing directors and with the Representative of

 

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the Shareholders’ Meeting thetime of vacation reasonably in advance. This shall also apply for the grant of extra vacation for exceptionalcircumstances (e.g. death of close relatives).

 

(3) The vacation entitlementexpires at the latest on 31st March of the following year.  There is no compensation for vacation daysthat are not taken.

 

**§ 9Sickness/Death/Accident**

 

(1) The Managing Director shallpromptly notify the Representative of the Shareholders’ Meeting about sickness,if any, and, in case the sickness lasts more than three days, submit a medicalcertificate attesting to his inability to work and the probable length thereof.

 

(2) In the event of temporaryillness or other impediment for which he is not to blame, the monthly BaseSalary (§ 6 para. 1) will continue to be paid for a period of six (6)months.  The continuation of earningsshall take place until the termination of the agreement at the latest.

 

(3) Any benefits from thirdparties, for example based on legal liability claims or sickness insurances,shall be off-set against the Company’s performances to the extent that as aresult of these benefits from third parties and the Company’s performances thenet earnings the Managing Director would have had according to § 6 para.  1 if he had not been unable to work areexceeded.

 

(4) If the Managing Directordies during the term of this agreement, then, if applicable, his widow and hislegitimate children provided that the latter have not yet completed the 25thyear of their life and are still in professional training, shall as jointcreditors be entitled to the continuation of the monthly Base Salary (§6 para. 1) for the month of death and for the six (6) following months. Para. 3applies accordingly.

 

**§ 10Duties and secondary activities**

 

(1) The Managing Director shallput his entire working efforts and their results as well as the whole of hisexperience and knowledge at the sole disposal of the Company.  The working hours are governed by

 

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the duties arising and amountto at least 40 hours per week.

 

(2) Every other employmentaimed at earning income requires the prior written consent of the Shareholders’Meeting.  The Managing Directorundertakes an obligation to give the Company advance written notice of everysecondary employment that may actually or possibly require permission.

 

(3) The written consent of theShareholders’ Meeting is also required in order to undertake honorary officesthat cause a not inconsiderable expenditure of work, as well as forappointments to a supervisory board, association committee or similarinstitution.  The same also applies to ascientific, authorship, consultancy or similar activity.

 

(4) The Shareholders’ Meetingis permitted to refuse as is possible at any time, revoke its consent to anotified secondary activity only if the secondary activity involved, in itselfor in conjunction with other secondary activities, gives reason to fear animpairment of the Managing Director’s activity for the Company or the Company’sother needs.

 

(5) On the termination of thisservice relationship and/or at the time release is given in the case ofpremature release, the Managing Director shall in response to a resolution bythe Shareholders’ Meeting give up all appointments he undertook and/or carriedout on the basis of his activity or in relation to his activity in the Company.

 

**§ 11Confidentiality/Return of Documents**

 

(1) The Managing Directorshall, during the period of employment with the Company or at any timethereafter, strictly keep confidential any confidential information concerningthe business, contractual arrangements, deals, transactions or particularaffairs of the Company or its affiliates, and will not utilise any suchinformation for his own benefit or for the benefit of others.

 

(2) Publications and lecturesconcerning the scope

 

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of business of the Company or its affiliates shall require the priorconsent of the Shareholders’ Meeting. They constitute intellectual property of the Company.

 

(3) During his employment upon request of the Company, without requestat the latest upon his resignation from the Company and/or at the time releaseis given in the case of release at an earlier time, the Managing Director shallreturn to the Company all files and other documents concerning the business ofthe Company and its affiliates in his possession or open to his access,specifically all designs, customer and price lists, printed material,documents, sketches, notes, drafts - as well as copies thereof – regardlesswhether or not the same were originally furnished by the Company or by itsaffiliates.  The Managing Director is notentitled to exercise a right of retention on such items.

 

**§ 12 Copyright and Other Intellectual Property Rights, Inventions**

 

(1) The Managing Director assigns to the Company the exclusive right ofuse and exploitation, unrestricted in time, territory and content, of all workoutput which is capable of copyright protection or of protection undertrademark, registered design and/or utility model or any other intellectualproperty rights, which the Managing Director produces during the period of hisemployment, during his working hours or outside of his working hours, insofaras they relate to his service duties under this agreement.  The assignment of the use and exploitationrights includes the authorisation to further revision and to the issue oflicenses to third parties and is fully compensated for by the Base Salary setout in § 6 para 1 of this Agreement.  TheManaging Director expressly waives all other rights due to him as holder ofcopyright or other intellectual property rights in the work output, inparticular the right to be named or to access to the work.

 

(2) For inventions of the Managing Director the German Law on Employee’sInventions (Arbeitnehmererfindungsgesetz) shall apply, however with thereservation that the claim of any inventions of the Managing

 

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Director by the Company isfully compensated by the Base Salary in accordance with § 6 para 1 above.

 

**§Non-Compete Covenant**

 

(1)  After the end of this agreement, the ManagingDirector is subject to a post-contractual non-compete covenant for a period ofone (1) year in accordance with the following provisions.

 

(2)  During the period of the post-contractualnon-compete covenant, the Managing Director will not engage in any activity foran enterprise primarily engaged in database management or an enterprise that isprimarily engaged in any other areas that the Company has derived more than 15percent of its gross revenue within the prior 12 month period, neither directlynor indirectly, neither in a freelance, entrepreneurial, employment or investmentactivity, neither remunerated nor free of charge.

 

(3)  The non-compete obligation shall extend tothe geographic territory of Germany.

 

(4)  For the term of the post-contractualnon-compete covenant the Company shall pay the Managing Director a compensationafter termination of the employment, which for every year of the non-competecovenant amounts to half the last annual contractual remuneration received bythe Managing Director. The compensation shall be paid monthly at the end ofeach month.

 

(5)  The Company may waive the non-competecovenant at any time with the effect that upon such waiver the obligation ofthe Company to pay compensation shall cease.

 

(6)  If the Managing Director breaches thisobligation not to compete, the Company can claim a contractual fine for eachcase of a breach in the amount of three (3) monthly salaries. Monthly salary isthe average monthly remuneration earned in the last twelve months before theManaging Director leaves the Company. In case of a permanent breach this fineis due again for each commenced month of a breach. At the same time, theCompany’s obligation to pay compensation shall be cancelled. Any furtherclaims, including claims for cease-and-desist and for damages, shall not beaffected hereby.

 

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(7)  If one of these provisions of this clause isheld to be invalid, the remaining provisions shall remain valid.

 

(8)  §§ 74 seq. of the German Commercial Code(HGB) apply in addition.

 

**§ 14Miscellaneous**

 

(1)  The parties agree that upon expiry of the daypreceding the day of commencement of this agreement the Managing Director’s “Contractof Service” as of 19 May 1993 together with the “Attachments of EmploymentAgreement” as of 10 September 1998 and all further additional agreements shallbe terminated and replaced by this agreement. The parties further agree thatupon expiry of the day preceding the day of commencement of this agreement allclaims of the Managing Director under the Managing Director’s “Contract ofService” as of 19 May 1993 together with the “Attachments of EmploymentAgreement” are fully and finally settled and waived and that only those claimsexist as laid down in this agreement.

 

(2)  The parties agree that any other possibleservice relationship or dependent employment of the Managing Director with theCompany or an affiliate terminates unanimously upon execution of thisagreement. The parties also agree that upon execution of this agreement allclaims of the Managing Director under such possible service relationship ordependent employment are fully and finally settled and waived and that onlythose claims exist as laid down in this agreement.

 

(3)  Amendments to and revisions of this agreementincluding this clause must be in writing to be effective. It shall not bepossible for either of the contracting parties to cite an actual exercisedeviating from the agreement for as long as such deviation has not beenrecorded in writing.

 

(4)  All declarations of intent by the ManagingDirector that affect this agreement shall be addressed to the Shareholders’Meeting. All of the rights reserved to the Shareholders’ Meeting in thisagreement can

 

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be exercised by an advisoryboard, if any.

 

(5) If individual provisions of thisagreement should be or become invalid, this shall not affect the legal validityof the other provisions of this agreement. The Invalid provision shall be replaced by the legally admissibleprovision which comes closest to the economic intent of the invalidprovision.  The same applies in the eventof any gaps in the agreement.

 

(6) This agreement has been drafted in bothGerman and English version.  In case ofdiscrepancies or contradictions between the two versions the German versionshall prevail.

 

(7) This agreement shall be subject to Germanlaw.

 

(8) Place of fulfillment shall be theregistered office of the Company.

 

 
|                 ,  den/this /8/3/ 2004 |
|------------------------------------------------------------------------------------------------------------------------|
| Managing Director                                                                                                      |
|                                                                                                                   |
| /s/Jochen Witte                                                                                                        |   |
| Jochen Witte                                                                                                           |

 

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**Exhibit 1:Transactions requiring consent:**

 

•              Callingin payments on share capital and surcharges.

 

•              Consentto the splitting of share interests.

 

•              Appointmentand dismissal of procurists and authorised agents for the entire businessoperation.

 

•              Grantingand termination of any participation in the Company’s profit, especially silentpartner’s interests, participating relationships and bonuses.

 

•              Conclusionand termination of company premises leases, business management agreements andcompany transfer agreements and contracts that may result in a significantrestriction of potential entrepreneurial activities of the Company.

 

•              Disposalof the Company’s assets as a whole or a significant part of them.

 

•              Foundingand winding up companies or businesses, acquisition and disposal of holdings inother businesses, the conclusion, modification and termination of partnershipagreements.

 

•              Settingup, acquisition, closure and disposal of operations, partial operations orbranches.

 

•              Acquisition,disposal or charging of pieces of land and rights equivalent to pieces of land.

 

•              Disposalof intellectual proprietary rights.

 

•              Grantingof all company loans.

 

•              Investmentsexceeding (individually or in total) €25,000, - as well as investments leadingto the budget being exceeded by more than 10% (individually or in total).

 

•              Theinitiation of development projects with a volume of (individually or in total)more than 0.5% of the turnover.

 

•              Provisionof securities, issue of sureties and guarantees and entering into obligationsarising

 

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from bills of exchange which(individually or in total) exceed € 50,000,; except for the usual warranty forthe Company’s products.

 

•              Appointmentand dismissal of employees, if their reimbursement exceeds 1.5 times therespective contribution of the upper income limit in the pension insurancefund.

 

•              Consentto secondary activities of employees, insofar as the requirement for consentarises from the employment relationship.

 

•              Grantof retirement payment or pension commitments.

 

•              Enteringinto contracts as a result of which the Company incurs expenses or obligationsexceeding (individually or in total)   € 25,000, except for transfertransactions in the context of the normal course of business.

 

•              Resolutionsconcerning issues whose result is comparable to one of the aforementionedpoints.

 

•              Allother unusual management actions.

 

•              Theaforementioned actions do not need the required consent insofar as they arealready included in an annual budget adopted without reservation.

 

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