Exhibit - 10.41

                        VERSANT CORPORATION

                    1996 EQUITY INCENTIVE PLAN

                      As Adopted May 21, 1996
                     As Amended June 5, 1997,
                 June 10, 1999 and January 19, 2000

          1.  PURPOSE.  The  purpose  of this Plan is to provide  incentives  to
attract,  retain and  motivate  eligible  persons  whose  present and  potential
contributions  are  important  to the  success  of the  Company,  its Parent and
Subsidiaries,  by offering them an  opportunity  to participate in the Company's
future  performance  through  awards  of  Options,  Restricted  Stock  and Stock
Bonuses. Capitalized terms not defined in the text are defined in Section 23.

          2.   SHARES SUBJECT TO THE PLAN.

               2.1 Number of Shares  Available.  Subject to Sections 2.2 and 18,
the  total  number of  Shares  reserved  and  available  for grant and  issuance
pursuant to this Plan will be 2,400,000 Shares.  Subject to Sections 2.2 and 18,
Shares that: (a) are subject to issuance upon exercise of an Option but cease to
be subject to such Option for any reason other than exercise of such Option; (b)
are subject to an Award granted  hereunder but are forfeited or are  repurchased
by the Company at the original issue price;  or (c) are subject to an Award that
otherwise  terminates  without  Shares being issued will again be available  for
grant and  issuance  in  connection  with  future  Awards  under this Plan.  Any
authorized shares not issued or subject to outstanding  grants under the Versant
Corporation  1989 Stock Option Plan (the "Prior Plan") on the Effective Date (as
defined  below) and any shares that:  (a) are issuable  upon exercise of options
granted pursuant to the Prior Plan that expire or become  unexercisable  for any
reason  without  having  been  exercised  in full;  (b) are  subject to an award
granted  pursuant to the Prior Plan but are forfeited or are  repurchased by the
Company at the  original  issue  price;  or (c) are subject to an award  granted
pursuant to the Prior Plan that otherwise terminates without shares being issued
will no longer be  available  for grant and issuance  under the Prior Plan,  but
will be  available  for grant and  issuance  under this  Plan.  At all times the
Company shall reserve and keep available a sufficient  number of Shares as shall
be required to satisfy the requirements of all outstanding Options granted under
this Plan and all other outstanding but unvested Awards granted under this Plan.

               2.2  Adjustment  of  Shares.  In the  event  that the  number  of
outstanding  Shares is  changed  by a stock  dividend,  recapitalization,  stock
split,  reverse  stock  split,  subdivision,  combination,  reclassification  or
similar change in the capital  structure of the Company  without  consideration,
then (a) the number of Shares  reserved  for issuance  under this Plan,  (b) the
Exercise Prices of and number of Shares subject to outstanding  Options, and (c)
the number of Shares subject to other outstanding Awards will be proportionately
adjusted, subject to any required action by the Board or the shareholders of the
Company and compliance with applicable securities laws; provided,  however, that
fractions  of a Share will not be issued but will  either be  replaced by a cash
payment  equal to the Fair Market  Value of such  fraction of a Share or will be
rounded up to the nearest whole Share, as determined by the Committee.

          3.  ELIGIBILITY.  ISO (as  defined  in Section 5 below) may be granted
only to employees  (including  officers and directors who are also employees) of
the Company or of a Parent or Subsidiary of the Company. All other Awards may be
granted to employees, officers, directors, consultants,  independent contractors
and advisors of the Company or any Parent or Subsidiary of the Company; provided
such  consultants,  contractors  and advisors  render bona fide  services not in
connection  with  the  offer  and  sale  of  securities  in  a   capital-raising
transaction.  No person will be eligible to receive more than 400,000  Shares in
any  calendar  year under this Plan  pursuant to the grant of Awards  hereunder,
other than new  employees  of the  Company or of a Parent or  Subsidiary  of the
Company  (including  new  employees  who are also  officers and directors of the
Company or any Parent or  Subsidiary of the Company) who are eligible to receive
up to a maximum of 600,000  Shares in the calendar  year in which they  commence
their employment. A person may be granted more than one Award under this Plan.


<PAGE>



          4.   ADMINISTRATION.

               4.1 Committee  Authority.  This Plan will be  administered by the
Committee  or by the  Board  acting as the  Committee.  Subject  to the  general
purposes,  terms and conditions of this Plan, and to the direction of the Board,
the Committee will have full power to implement and carry out this Plan. Without
limitation, the Committee will have the authority to:

          (a)  construe  and   interpret   this  Plan,   any  Award
               Agreement  and  any  other   agreement  or  document
               executed pursuant to this Plan;

          (b)  prescribe,  amend and rescind rules and  regulations
               relating to this Plan;

          (c)  select persons to receive Awards;

          (d)  determine the form and terms of Awards;

          (e)  determine    the   number   of   Shares   or   other
               consideration subject to Awards;

          (f)  determine  whether Awards will be granted singly,  in combination
               with, in tandem with, in replacement of, or as  alternatives  to,
               other  Awards   under  this  Plan  or  any  other   incentive  or
               compensation  plan of the Company or any Parent or  Subsidiary of
               the Company;

          (g)  grant waivers of Plan or Award conditions;

          (h)  determine  the vesting,  exercisability  and payment
               of Awards;

          (i)  correct   any   defect,   supply  any   omission  or
               reconcile any  inconsistency in this Plan, any Award
               or any Award Agreement;

          (j)  determine whether an Award has been earned; and

          (k)  make   all   other   determinations   necessary   or
               advisable for the administration of this Plan.

               4.2 Committee Discretion. Any determination made by the Committee
with  respect  to any Award will be made in its sole  discretion  at the time of
grant of the Award or, unless in  contravention of any express term of this Plan
or Award, at any later time, and such determination will be final and binding on
the Company and on all persons  having an interest in any Award under this Plan.
The  Committee may delegate to one or more officers of the Company the authority
to grant an Award under this Plan to  Participants  who are not  Insiders of the
Company.

               4.3  Exchange  Act  Requirements.  If two or more  members of the
Board are Outside Directors, the Committee will be comprised of at least two (2)
members  of the  Board,  all of whom are  Outside  Directors  and  Disinterested
Persons.  During  all times  that the  Company  is  subject to Section 16 of the
Exchange  Act,  the  Company  will take  appropriate  steps to  comply  with the
disinterested  administration requirements of Section 16(b) of the Exchange Act,
which will consist of the appointment by the Board of a Committee  consisting of
not less than two (2)  members  of the  Board,  each of whom is a  Disinterested
Person.

          5. OPTIONS.  The  Committee may grant Options to eligible  persons and
will determine  whether such Options will be Incentive  Stock Options within the
meaning of the Code ("ISOs") or Nonqualified Stock Options ("NQSOs"), the number
of Shares subject to the Option,  the Exercise  Price of the Option,  the period
during which the Option may be exercised,  and all other terms and conditions of
the Option, subject to the following:

               5.1 Form of Option  Grant.  Each Option  granted  under this Plan
will be evidenced by an Award Agreement which will expressly identify the Option
as an ISO or an NQSO ("Stock  Option  Agreement"),


                                     - 2 -
<PAGE>

and will be in such form and contain such provisions (which need not be the same
for each Participant) as the Committee may from time to time approve,  and which
will comply with and be subject to the terms and conditions of this Plan.

               5.2 Date of  Grant.  The date of grant of an  Option  will be the
date on which the Committee makes the determination to grant such Option, unless
otherwise  specified by the Committee.  The Stock Option Agreement and a copy of
this Plan will be delivered to the  Participant  within a reasonable  time after
the granting of the Option.

               5.3  Exercise  Period.  Options  may be  exercisable  immediately
(subject  to  repurchase  pursuant  to  Section  12 of  this  Plan)  or  may  be
exercisable  within the times or upon the events  determined by the Committee as
set  forth in the  Stock  Option  Agreement  governing  such  Option;  provided,
however,  that no Option will be  exercisable  after the  expiration of ten (10)
years from the date the Option is  granted;  and  provided  further  that no ISO
granted to a person who  directly or by  attribution  owns more than ten percent
(10%) of the total combined  voting power of all classes of stock of the Company
or of any Parent or Subsidiary of the Company ("Ten Percent  Shareholder")  will
be  exercisable  after the expiration of five (5) years from the date the ISO is
granted.  The  Committee  also may provide for the exercise of Options to become
exercisable at one time or from time to time, periodically or otherwise, in such
number of Shares or percentage of Shares as the Committee determines.

               5.4  Exercise  Price.  The  Exercise  Price of an Option  will be
determined by the Committee  when the Option is granted and may be not less than
85% of the Fair Market Value of the Shares on the date of grant;  provided that:
(i) the  Exercise  Price of an ISO will be not less than 100% of the Fair Market
Value of the Shares on the date of grant; and (ii) the Exercise Price of any ISO
granted  to a Ten  Percent  Shareholder  will not be less  than 110% of the Fair
Market  Value  of the  Shares  on the  date of  grant.  Payment  for the  Shares
purchased may be made in accordance with Section 8 of this Plan.

               5.5 Method of Exercise. Options may be exercised only by delivery
to the Company of a written  stock  option  exercise  agreement  (the  "Exercise
Agreement") in a form approved by the Committee  (which need not be the same for
each   Participant),   stating  the  number  of  Shares  being  purchased,   the
restrictions  imposed on the Shares purchased under such Exercise Agreement,  if
any, and such representations and agreements regarding Participant's  investment
intent and access to information  and other matters,  if any, as may be required
or desirable by the Company to comply with applicable  securities laws, together
with  payment  in full of the  Exercise  Price for the  number  of Shares  being
purchased.

               5.6 Termination.  Notwithstanding  the exercise periods set forth
in the Stock Option  Agreement,  exercise of an Option will always be subject to
the following:

          (a)  If the  Participant  is Terminated for any reason except death or
               Disability,  then the Participant may exercise such Participant's
               Options  only to the  extent  that such  Options  would have been
               exercisable  upon the  Termination  Date no later  than three (3)
               months after the Termination Date (or such shorter or longer time
               period not  exceeding  five (5) years as may be determined by the
               Committee,  with any  exercise  beyond three (3) months after the
               Termination  Date  deemed to be an NQSO),  but in any  event,  no
               later than the expiration date of the Options.

          (b)  If the Participant is Terminated  because of Participant's  death
               or Disability  (or the  Participant  dies within three (3) months
               after a Termination other than because of Participant's  death or
               disability),  then Participant's Options may be exercised only to
               the  extent  that such  Options  would have been  exercisable  by
               Participant  on the  Termination  Date and must be  exercised  by
               Participant (or Participant's legal  representative or authorized
               assignee) no later than twelve (12) months after the  Termination
               Date (or such  shorter or longer time period not  exceeding  five
               (5) years as may be  determined by the  Committee,  with any such
               exercise beyond (a) three (3) months after the  Termination  Date
               when  the   Termination   is  for  any  reason   other  than  the
               Participant's  death or  Disability,  or



                                     - 3 -
<PAGE>

               (b)  twelve  (12)  months  after  the  Termination  Date when the
               Termination is for Participant's  death or Disability,  deemed to
               be an NQSO),  but in any event no later than the expiration  date
               of the Options.

          (c)  If a Participant  is determined by the Board to have committed an
               act of  theft,  embezzlement,  fraud,  dishonesty  or a breach of
               fiduciary  duty  to  the  Company  or  Subsidiary,   neither  the
               Participant,  the Participant's  estate nor such other person who
               may then hold the Option shall be entitled to exercise any Option
               with  respect  to any Shares  whatsoever,  after  termination  of
               service,   whether  or  not  after  termination  of  service  the
               Participant  may receive  payment from the Company or  Subsidiary
               for vacation pay, for services rendered prior to termination, for
               services  rendered for the day on which termination  occurs,  for
               salary in lieu of notice,  or for any other  benefits.  In making
               such  determination,  the Board  shall  give the  Participant  an
               opportunity to present to the Board  evidence on his behalf.  For
               the purpose of this  paragraph,  termination  of service shall be
               deemed to occur on the date when the Company dispatches notice or
               advice to the Participant that his service is terminated.

               5.7  Limitations  on  Exercise.   The  Committee  may  specify  a
reasonable  minimum number of Shares that may be purchased on any exercise of an
Option,  provided  that such minimum  number will not prevent  Participant  from
exercising  the  Option  for the full  number  of  Shares  for  which it is then
exercisable.

               5.8   Limitations   on  ISO.  The  aggregate  Fair  Market  Value
(determined  as of the date of grant) of Shares  with  respect to which ISOs are
exercisable for the first time by a Participant  during any calendar year (under
this Plan or under any other incentive stock option plan of the Company,  Parent
or Subsidiary of the Company) will not exceed $100,000. If the Fair Market Value
of Shares on the date of grant with  respect to which ISOs are  exercisable  for
the first time by a Participant during any calendar year exceeds $100,000,  then
the Options for the first $100,000 worth of Shares to become exercisable in such
calendar  year will be ISOs and the Options for the amount in excess of $100,000
that become  exercisable in that calendar year will be NQSOs.  In the event that
the  Code or the  regulations  promulgated  thereunder  are  amended  after  the
Effective Date of this Plan to provide for a different  limit on the Fair Market
Value of Shares  permitted to be subject to ISO,  such  different  limit will be
automatically  incorporated  herein and will apply to any Options  granted after
the effective date of such amendment.

               5.9 Modification, Extension or Renewal. The Committee may modify,
extend or renew  outstanding  Options and  authorize the grant of new Options in
substitution  therefor,  provided  that any such  action  may not,  without  the
written consent of a Participant,  impair any of such Participant's rights under
any Option previously granted.  Any outstanding ISO that is modified,  extended,
renewed or otherwise  altered will be treated in accordance  with Section 424(h)
of the Code. The Committee may reduce the Exercise Price of outstanding  Options
without  the  consent  of  Participants  affected  by a written  notice to them;
provided,  however, that the Exercise Price may not be reduced below the minimum
Exercise  Price  that  would be  permitted  under  Section  5.4 of this Plan for
Options granted on the date the action is taken to reduce the Exercise Price.

               5.10 No Disqualification.  Notwithstanding any other provision in
this Plan, no term of this Plan relating to ISOs will be interpreted, amended or
altered,  nor will any  discretion  or  authority  granted  under  this  Plan be
exercised,  so as to  disqualify  this Plan  under  Section  422 of the Code or,
without the consent of the  Participant  affected,  to disqualify  any ISO under
Section 422 of the Code.

          6.  RESTRICTED  STOCK.  A  Restricted  Stock  Award is an offer by the
Company to sell to an eligible  person Shares that are subject to  restrictions.
The Committee will determine to whom an offer will be made, the number of Shares
the  person  may  purchase,  the price to be paid (the  "Purchase  Price"),  the
restrictions  to which the  Shares  will be  subject,  and all  other  terms and
conditions of the Restricted Stock Award, subject to the following:

               6.1  Form  of  Restricted  Stock  Award.  All  purchases  under a
Restricted  Stock Award made pursuant to this Plan will be evidenced by an Award
Agreement  ("Restricted  Stock  Purchase  Agreement")  that will be in such form
(which need not be the same for each  Participant)  as the  Committee  will from
time to time



                                     - 4 -
<PAGE>

approve, and will comply with and be subject to the terms and conditions of this
Plan.  The offer of  Restricted  Stock  will be  accepted  by the  Participant's
execution  and delivery of the  Restricted  Stock  Purchase  Agreement  and full
payment for the Shares to the Company  within thirty (30) days from the date the
Restricted Stock Purchase  Agreement is delivered to the person.  If such person
does not execute and deliver the Restricted Stock Purchase  Agreement along with
full  payment for the Shares to the Company  within  thirty (30) days,  then the
offer will terminate, unless otherwise determined by the Committee.

               6.2 Purchase Price. The Purchase Price of Shares sold pursuant to
a Restricted  Stock Award will be  determined  by the  Committee  and will be at
least 85% of the Fair  Market  Value of the  Shares  on the date the  Restricted
Stock  Award  is  granted,  except  in  the  case  of a  sale  to a Ten  Percent
Shareholder,  in which case the  Purchase  Price will be 100% of the Fair Market
Value. Payment of the Purchase Price may be made in accordance with Section 8 of
this Plan.

               6.3 Restrictions. Restricted Stock Awards will be subject to such
restrictions (if any) as the Committee may impose. The Committee may provide for
the lapse of such  restrictions in installments and may accelerate or waive such
restrictions,  in whole or part, based on length of service, performance or such
other factors or criteria as the Committee may determine.

          7.   STOCK BONUSES.

               7.1 Awards of Stock Bonuses.  A Stock Bonus is an award of Shares
(which may consist of Restricted  Stock) for services rendered to the Company or
any Parent or Subsidiary  of the Company.  A Stock Bonus may be awarded for past
services  already  rendered to the Company,  or any Parent or  Subsidiary of the
Company  pursuant to an Award Agreement (the "Stock Bonus  Agreement") that will
be in such  form  (which  need  not be the same  for  each  Participant)  as the
Committee will from time to time approve, and will comply with and be subject to
the terms and  conditions  of this  Plan.  A Stock  Bonus  may be  awarded  upon
satisfaction  of  such  performance  goals  as are  set  out in  advance  in the
Participant's   individual  Award  Agreement  (the   "Performance   Stock  Bonus
Agreement")  that  will be in such  form  (which  need  not be the same for each
Participant)  as the Committee  will from time to time approve,  and will comply
with and be subject to the terms and conditions of this Plan.  Stock Bonuses may
vary from Participant to Participant and between groups of Participants, and may
be based  upon the  achievement  of the  Company,  Parent or  Subsidiary  and/or
individual  performance factors or upon such other criteria as the Committee may
determine.

               7.2 Terms of Stock  Bonuses.  The  Committee  will  determine the
number of Shares to be awarded to the  Participant  and whether such Shares will
be Restricted Stock. If the Stock Bonus is being earned upon the satisfaction of
performance  goals  pursuant to a Performance  Stock Bonus  Agreement,  then the
Committee will determine: (a) the nature, length and starting date of any period
during which performance is to be measured (the  "Performance  Period") for each
Stock Bonus;  (b) the  performance  goals and criteria to be used to measure the
performance,  if any;  (c) the  number  of  Shares  that may be  awarded  to the
Participant;  and (d) the extent to which such Stock  Bonuses  have been earned.
Performance Periods may overlap and Participants may participate  simultaneously
with respect to Stock Bonuses that are subject to different  Performance Periods
and different performance goals and other criteria.  The number of Shares may be
fixed or may vary in accordance with such performance  goals and criteria as may
be determined by the Committee.  The Committee may adjust the performance  goals
applicable  to the  Stock  Bonuses  to  take  into  account  changes  in law and
accounting  or tax rules and to make such  adjustments  as the  Committee  deems
necessary  or  appropriate  to reflect  the impact of  extraordinary  or unusual
items, events or circumstances to avoid windfalls or hardships.

               7.3 Form of Payment.  The earned  portion of a Stock Bonus may be
paid currently or on a deferred basis with such interest or dividend equivalent,
if any, as the Committee may determine. Payment may be made in the form of cash,
whole Shares,  including Restricted Stock, or a combination thereof, either in a
lump sum payment or in installments, all as the Committee will determine.

               7.4 Termination  During  Performance  Period. If a Participant is
Terminated  during a Performance  Period for any reason,  then such  Participant
will be entitled to payment (whether in Shares,  cash or



                                     - 5 -
<PAGE>

otherwise)  with respect to the Stock Bonus only to the extent  earned as of the
date of Termination in accordance  with the Performance  Stock Bonus  Agreement,
unless the Committee will determine otherwise.

          8.   PAYMENT FOR SHARE PURCHASES.

               8.1 Payment.  Payment for Shares purchased  pursuant to this Plan
may be made in cash (by check) or, where expressly  approved for the Participant
by the Committee and where permitted by law:

          (a)  by  cancellation  of  indebtedness of the Company to
               the Participant;

          (b)  by  surrender  of shares  that  either:  (1) have  been  owned by
               Participant  for more than six (6)  months and have been paid for
               within the  meaning  of SEC Rule 144 (and,  if such  shares  were
               purchased from the Company by use of a promissory note, such note
               has been fully paid with  respect  to such  shares);  or (2) were
               obtained by Participant in the public market;

          (c)  by tender of a full recourse promissory note having such terms as
               may be approved by the Committee  and bearing  interest at a rate
               sufficient to avoid  imputation of income under  Sections 483 and
               1274 of the Code;  provided,  however,  that Participants who are
               not employees or directors of the Company will not be entitled to
               purchase  Shares  with a  promissory  note  unless  the  note  is
               adequately secured by collateral other than the Shares;

          (d)  by  waiver of  compensation  due or  accrued  to the
               Participant for services rendered;

          (e)  with respect only to purchases  upon  exercise of an Option,  and
               provided that a public market for the Company's stock exists:

               (1)  through a "same day sale"  commitment  from the  Participant
                    and  a  broker-dealer  that  is a  member  of  the  National
                    Association of Securities Dealers (an "NASD Dealer") whereby
                    the  Participant  irrevocably  elects to exercise the Option
                    and to sell a portion of the Shares so  purchased to pay for
                    the Exercise Price, and whereby the NASD Dealer  irrevocably
                    commits  upon receipt of such Shares to forward the Exercise
                    Price directly to the Company; or

               (2)  through a "margin"  commitment  from the  Participant  and a
                    NASD Dealer whereby the  Participant  irrevocably  elects to
                    exercise the Option and to pledge the Shares so purchased to
                    the NASD Dealer in a margin  account as security  for a loan
                    from the NASD  Dealer in the amount of the  Exercise  Price,
                    and whereby the NASD Dealer irrevocably commits upon receipt
                    of such Shares to forward the Exercise Price directly to the
                    Company; or

          (f)  by any combination of the foregoing.

               8.2 Loan  Guarantees.  The Committee may help the Participant pay
for Shares  purchased  under this Plan by authorizing a guarantee by the Company
of a third-party loan to the Participant.

          9.   WITHHOLDING TAXES.

               9.1  Withholding  Generally.  Whenever Shares are to be issued in
satisfaction  of Awards  granted  under this Plan,  the  Company may require the
Participant  to remit to the Company an amount  sufficient  to satisfy  federal,
state  and local  withholding  tax  requirements  prior to the  delivery  of any
certificate or certificates for such Shares. Whenever, under this Plan, payments
in satisfaction of Awards are to be made in cash, such payment will be net of an
amount  sufficient  to  satisfy  federal,   state,  and  local  withholding  tax
requirements.

               9.2  Stock  Withholding.  When,  under  applicable  tax  laws,  a
Participant  incurs tax liability in connection  with the exercise or vesting of
any Award that is subject to tax withholding and the Participant



                                     - 6 -
<PAGE>

is  obligated  to pay the  Company  the  amount  required  to be  withheld,  the
Committee  may in its sole  discretion  allow the  Participant  to  satisfy  the
minimum withholding tax obligation by electing to have the Company withhold from
the Shares to be issued that number of Shares  having a Fair Market  Value equal
to the minimum amount  required to be withheld,  determined on the date that the
amount of tax to be withheld is to be determined (the "Tax Date"). All elections
by a  Participant  to have  Shares  withheld  for this  purpose  will be made in
writing  in a form  acceptable  to the  Committee  and  will be  subject  to the
following restrictions:

          (a)  the  election  must  be  made  on or  prior  to  the
               applicable Tax Date;

          (b)  once made,  then except as provided  below,  the election will be
               irrevocable as to the particular  Shares as to which the election
               is made;

          (c)  all  elections  will be  subject  to the  consent or
               disapproval of the Committee;

          (d)  if the Participant is an Insider and if the Company is subject to
               Section  16(b) of the  Exchange  Act: (1) the election may not be
               made  within  six (6)  months of the date of grant of the  Award,
               except as  otherwise  permitted  by SEC Rule  16b-3(e)  under the
               Exchange  Act,  and (2)  either  (A) the  election  to use  stock
               withholding  must be  irrevocably  made at least  six (6)  months
               prior to the Tax Date  (although  such election may be revoked at
               any time at least  six (6)  months  prior to the Tax Date) or (B)
               the  exercise of the Option or election to use stock  withholding
               must be made in the ten (10) day  period  beginning  on the third
               day following  the release of the  Company's  quarterly or annual
               summary statement of sales or earnings; and

          (e)  in the event that the Tax Date is  deferred  until six (6) months
               after the delivery of Shares under Section 83(b) of the Code, the
               Participant  will  receive the full number of Shares with respect
               to  which  the  exercise  occurs,  but such  Participant  will be
               unconditionally  obligated  to  tender  back to the  Company  the
               proper number of Shares on the Tax Date.

          10.  PRIVILEGES OF STOCK OWNERSHIP.

               10.1 Voting and Dividends.  No  Participant  will have any of the
rights of a  shareholder  with respect to any Shares until the Shares are issued
to the Participant.  After Shares are issued to the Participant, the Participant
will be a shareholder  and have all the rights of a shareholder  with respect to
such  Shares,  including  the right to vote and receive all  dividends  or other
distributions made or paid with respect to such Shares;  provided,  that if such
Shares are Restricted  Stock, then any new,  additional or different  securities
the  Participant  may become  entitled to receive with respect to such Shares by
virtue of a stock dividend,  stock split or any other change in the corporate or
capital structure of the Company will be subject to the same restrictions as the
Restricted Stock; provided,  further, that the Participant will have no right to
retain such stock dividends or stock  distributions  with respect to Shares that
are repurchased at the Participant's original Purchase Price pursuant to Section
12.

               10.2  Financial  Statements.  The Company will provide  financial
statements to each Participant  prior to such  Participant's  purchase of Shares
under this  Plan,  and to each  Participant  annually  during  the  period  such
Participant has Awards outstanding;  provided,  however, the Company will not be
required to provide such financial  statements to Participants whose services in
connection with the Company assure them access to equivalent information.

          11. TRANSFERABILITY.  Awards granted under this Plan, and any interest
therein,  will not be transferable or assignable by Participant,  and may not be
made subject to execution, attachment or similar process, otherwise than by will
or by the laws of descent and  distribution  or as consistent  with the specific
Plan and Award Agreement provisions relating thereto. During the lifetime of the
Participant  an  Award  will be  exercisable  only by the  Participant,  and any
elections with respect to an Award, may be made only by the Participant.

          12.  RESTRICTIONS ON SHARES.  At the discretion of the Committee,  the
Company may reserve to itself and/or its  assignee(s)  in the Award  Agreement a
right to repurchase a portion of or all Shares held by



                                     - 7 -
<PAGE>

a Participant following such Participant's Termination at any time within ninety
(90)  days  after  the  later  of  Participant's  Termination  Date and the date
Participant  purchases  Shares under this Plan, for cash and/or  cancellation of
purchase  money  indebtedness,  at: (A) with respect to Shares that are "Vested"
(as defined in the Award Agreement),  the higher of: (l) Participant's  original
Purchase  Price,  or (2) the Fair Market  Value of such Shares on  Participant's
Termination Date, provided,  that such right of repurchase (i) must be exercised
as to all such "Vested"  Shares  unless a Participant  consents to the Company's
repurchase of only a portion of such "Vested"  Shares and (ii)  terminates  when
the Company's  securities  become publicly traded; or (B) with respect to Shares
that are not "Vested" (as defined in the Award Agreement),  at the Participant's
original Purchase Price, provided,  that the right to repurchase at the original
Purchase  Price  lapses at the rate of at least 20% per year over five (5) years
from the date the Shares were purchased (or from the date of grant of options in
the case of Shares  obtained  pursuant  to a Stock  Option  Agreement  and Stock
Option Exercise  Agreement),  and if the right to repurchase is assignable,  the
assignee must pay the Company, upon assignment of the right to repurchase,  cash
equal to the excess of the Fair  Market  Value of the Shares  over the  original
Purchase Price.

          13.  CERTIFICATES.  All  certificates  for Shares or other  securities
delivered under this Plan will be subject to such stock transfer orders, legends
and  other  restrictions  as the  Committee  may deem  necessary  or  advisable,
including restrictions under any applicable federal, state or foreign securities
law, or any rules,  regulations  and other  requirements of the SEC or any stock
exchange or  automated  quotation  system upon which the Shares may be listed or
quoted.

          14.  ESCROW;  PLEDGE OF  SHARES.  To  enforce  any  restrictions  on a
Participant's  Shares,  the Committee may require the Participant to deposit all
certificates   representing   Shares,   together  with  stock  powers  or  other
instruments  of transfer  approved by the Committee,  appropriately  endorsed in
blank,  with the Company or an agent designated by the Company to hold in escrow
until such restrictions have lapsed or terminated, and the Committee may cause a
legend  or  legends   referencing   such   restrictions  to  be  placed  on  the
certificates.  Any  Participant who is permitted to execute a promissory note as
partial or full consideration for the purchase of Shares under this Plan will be
required  to pledge and  deposit  with the  Company all or part of the Shares so
purchased as collateral to secure the payment of Participant's obligation to the
Company under the promissory  note;  provided,  however,  that the Committee may
require or accept other or additional  forms of collateral to secure the payment
of such  obligation  and,  in any event,  the  Company  will have full  recourse
against the Participant under the promissory note  notwithstanding any pledge of
the Participant's  Shares or other collateral.  In connection with any pledge of
the Shares, Participant will be required to execute and deliver a written pledge
agreement  in such form as the  Committee  will from time to time  approve.  The
Shares  purchased with the promissory  note may be released from the pledge on a
pro rata basis as the promissory note is paid.

          15.  EXCHANGE AND BUYOUT OF AWARDS.  The Committee may, at any time or
from time to time,  authorize  the Company,  with the consent of the  respective
Participants, to issue new Awards in exchange for the surrender and cancellation
of any or all  outstanding  Awards.  The  Committee  may at any  time buy from a
Participant an Award previously  granted with payment in cash, Shares (including
Restricted Stock) or other consideration,  based on such terms and conditions as
the Committee and the Participant may agree.

          16. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.  An Award will not
be effective unless such Award is in compliance with all applicable  federal and
state securities  laws, rules and regulations of any governmental  body, and the
requirements of any stock exchange or automated  quotation system upon which the
Shares may then be listed or quoted,  as they are in effect on the date of grant
of the Award and also on the date of exercise or other issuance. Notwithstanding
any other  provision in this Plan,  the Company will have no obligation to issue
or deliver  certificates  for Shares under this Plan prior to: (a) obtaining any
approvals from governmental  agencies that the Company  determines are necessary
or advisable;  and/or (b) completion of any registration or other  qualification
of such Shares under any state or federal law or ruling of any governmental body
that the Company  determines to be necessary or  advisable.  The Company will be
under no obligation to register the Shares with the SEC or to effect  compliance
with the  registration,  qualification  or  listing  requirements  of any  state
securities laws, stock exchange or automated  quotation system,  and the Company
will have no liability for any inability or failure to do so.



                                     - 8 -
<PAGE>

          17. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted
under this Plan will confer or be deemed to confer on any  Participant any right
to continue in the employ of, or to continue any other  relationship  with,  the
Company or any Parent or Subsidiary of the Company or limit in any way the right
of  the  Company  or any  Parent  or  Subsidiary  of the  Company  to  terminate
Participant's  employment  or other  relationship  at any time,  with or without
cause.

          18.  CORPORATE TRANSACTIONS.

               18.1  Assumption or  Replacement  of Awards by Successor.  In the
event of (a) a  dissolution  or  liquidation  of the  Company,  (b) a merger  or
consolidation in which the Company is not the surviving  corporation (other than
a merger or consolidation with a wholly-owned  subsidiary,  a reincorporation of
the Company in a different jurisdiction,  or other transaction in which there is
no substantial change in the shareholders of the Company or their relative stock
holdings  and the Awards  granted  under  this Plan are  assumed,  converted  or
replaced by the successor  corporation,  which assumption will be binding on all
Participants),  (c) a merger in which the Company is the  surviving  corporation
but the Company's  shareholders  prior to the merger (other than any shareholder
that merges, or controls another  corporation that merges, with the Company) own
less than 51% of the surviving corporation, or (d) the sale of substantially all
of the assets of the  Company,  any or all  outstanding  Awards may be  assumed,
converted or replaced by the successor  corporation (if any), which  assumption,
conversion  or  replacement  will  be  binding  on  all  Participants.   In  the
alternative,  the successor  corporation  may  substitute  equivalent  Awards or
provide  substantially  similar consideration to Participants as was provided to
shareholders  (after taking into account the existing provisions of the Awards).
The successor  corporation may also issue, in place of outstanding Shares of the
Company held by the Participant,  substantially similar shares or other property
subject to repurchase restrictions no less favorable to the Participant.  In the
event  such  successor  corporation  (if any)  refuses  to assume or  substitute
Awards,  as  provided  above,  pursuant  to  a  transaction  described  in  this
Subsection 18.1, such Awards will expire on such transaction at such time and on
such conditions as the Board will determine.

               18.2 Other  Treatment  of Awards.  Subject to any greater  rights
granted to  Participants  under the foregoing  provisions of this Section 18, in
the event of the  occurrence of any  transaction  described in Section 18.1, any
outstanding  Awards will be treated as provided in the  applicable  agreement or
plan of merger, consolidation, dissolution, liquidation, sale of assets or other
"corporate transaction."

               18.3 Assumption of Awards by the Company. The Company,  from time
to time,  also may  substitute or assume  outstanding  awards granted by another
company,  whether in  connection  with an  acquisition  of such other company or
otherwise,  by either;  (a) granting an Award under this Plan in substitution of
such other company's award; or (b) assuming such award as if it had been granted
under this Plan if the terms of such assumed  award could be applied to an Award
granted under this Plan. Such  substitution or assumption will be permissible if
the holder of the  substituted  or assumed  award would have been eligible to be
granted an Award  under this Plan if the other  company had applied the rules of
this Plan to such grant.  In the event the Company  assumes an award  granted by
another  company,  the terms and conditions of such award will remain  unchanged
(except  that the  exercise  price and the number and nature of Shares  issuable
upon  exercise of any such option  will be  adjusted  appropriately  pursuant to
Section  424(a) of the  Code).  In the event the  Company  elects to grant a new
Option rather than assuming an existing  option,  such new Option may be granted
with a similarly adjusted Exercise Price.

          19. ADOPTION AND SHAREHOLDER APPROVAL. This Plan will become effective
on the date on which the  registration  statement  filed by the Company with the
SEC under the Securities  Act  registering  the initial  public  offering of the
Company's Common Stock is declared  effective by the SEC (the "Effective Date");
provided,  however,  that if the  Effective  Date  does not  occur on or  before
December 31, 1996, this Plan will terminate having never become effective.  This
Plan shall be approved by the  shareholders  of the  Company  (excluding  Shares
issued pursuant to this Plan),  consistent with applicable  laws,  within twelve
(12) months before or after the date this Plan is adopted by the Board. Upon the
Effective  Date,  the Board may grant  Awards  pursuant to this Plan;  provided,
however,  that:  (a) no Option may be  exercised  prior to  initial  shareholder
approval  of this Plan;  (b) no Option  granted  pursuant  to an increase in the
number of Shares  subject to this Plan  approved by the Board will be  exercised
prior to the time such  increase has been  approved by the  shareholders  of the
Company;  and (c) in the event that shareholder approval of such increase is not
obtained within the time period provided  herein,  all Awards granted  hereunder
will be canceled,  any Shares issued pursuant to any Award will be canceled, and
any



                                     - 9 -
<PAGE>

purchase  of Shares  hereunder  will be  rescinded.  So long as the  Company  is
subject to Section  16(b) of the Exchange  Act, the Company will comply with the
requirements  of Rule 16b-3 (or its  successor),  as  amended,  with  respect to
shareholder approval.

          20. TERM OF PLAN/GOVERNING  LAW. Unless earlier terminated as provided
herein,  this  Plan will  terminate  ten (10)  years  from the date this Plan is
adopted by the Board or, if earlier, the date of shareholder approval. This Plan
and all agreements  thereunder  shall be governed by and construed in accordance
with the laws of the State of California.

          21.  AMENDMENT  OR  TERMINATION  OF PLAN.  The  Board  may at any time
terminate  or amend  this  Plan in any  respect,  including  without  limitation
amendment of any form of Award  Agreement or instrument to be executed  pursuant
to this Plan; provided,  however,  that the Board will not, without the approval
of the shareholders of the Company,  amend this Plan in any manner that requires
such shareholder  approval  pursuant to the Code or the regulations  promulgated
thereunder as such  provisions  apply to ISO plans or (if the Company is subject
to the  Exchange  Act or Section  16(b) of the  Exchange  Act)  pursuant  to the
Exchange  Act  or  Rule  16b-3  (or  its  successor),  as  amended,  thereunder,
respectively.

          22.  NONEXCLUSIVITY OF THE PLAN.  Neither the adoption of this Plan by
the Board,  the submission of this Plan to the  shareholders  of the Company for
approval,  nor any  provision  of this Plan will be  construed  as creating  any
limitations  on the power of the  Board to adopt  such  additional  compensation
arrangements  as it may  deem  desirable,  including,  without  limitation,  the
granting of stock options and bonuses  otherwise  than under this Plan, and such
arrangements may be either  generally  applicable or applicable only in specific
cases.

          23.  DEFINITIONS.  As used in this  Plan,  the  following
terms will have the following meanings:

               "Award"  means any award under this Plan,  including  any Option,
Restricted Stock or Stock Bonus.

               "Award  Agreement"  means, with respect to each Award, the signed
written  agreement  between the Company and the  Participant  setting  forth the
terms and conditions of the Award.

               "Board" means the Board of Directors of the Company.

               "Code" means the Internal Revenue Code of 1986, as amended.

               "Committee"  means  the  committee  appointed  by  the  Board  to
administer this Plan, or if no such committee is appointed, the Board.

               "Company" means Versant Corporation or any successor corporation.

               "Disability" means a disability,  whether temporary or permanent,
partial  or total,  within  the  meaning of  Section  22(e)(3)  of the Code,  as
determined by the Committee.

               "Disinterested  Person" means a director who has not,  during the
period  that  person  is a member  of the  Committee  and for one year  prior to
commencing service as a member of the Committee,  been granted or awarded equity
securities  pursuant to this Plan or any other plan of the Company or any Parent
or Subsidiary of the Company,  except in accordance  with the  requirements  set
forth  in  Rule  16b-3(c)(2)(i)  (and  any  successor   regulation  thereto)  as
promulgated  by the SEC under Section 16(b) of the Exchange Act, as such rule is
amended from time to time and as interpreted by the SEC.

               "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as
amended.

               "Exercise  Price"  means the price at which a holder of an Option
may purchase the Shares issuable upon exercise of the Option.

                                     - 10 -
<PAGE>

               "Fair Market Value" means,  as of any date,  the value of a share
of the Company's Common Stock determined as follows:

          (a)  if such  Common  Stock  is then  quoted  on the  Nasdaq  National
               Market,  its closing price on the Nasdaq  National  Market on the
               date of determination as reported in The Wall Street Journal;

          (b)  if such Common  Stock is publicly  traded and is then listed on a
               national  securities  exchange,  its closing price on the date of
               determination on the principal  national  securities  exchange on
               which the  Common  Stock is  listed or  admitted  to  trading  as
               reported in The Wall Street Journal;

          (c)  if such Common Stock is publicly  traded but is not quoted on the
               Nasdaq  National  Market nor listed or  admitted  to trading on a
               national securities exchange,  the average of the closing bid and
               asked prices on the date of determination as reported in The Wall
               Street Journal;

          (d)  in the case of an Award made on the Effective Date, the price per
               share at which shares of the Company's Common Stock are initially
               offered for sale to the public by the Company's  underwriters  in
               the  initial  public  offering  of  the  Company's  Common  Stock
               pursuant to a registration statement filed with the SEC under the
               Securities Act; or

          (d)  if  none  of the  foregoing  is  applicable,  by the
               Committee in good faith.

               "Insider"  means an officer  or  director  of the  Company or any
other person whose  transactions  in the  Company's  Common Stock are subject to
Section 16 of the Exchange Act.

               "Outside  Director"  means any director who is not; (a) a current
employee of the Company or any Parent or Subsidiary of the Company; (b) a former
employee  of the  Company  or any Parent or  Subsidiary  of the  Company  who is
receiving   compensation  for  prior  services  (other  than  benefits  under  a
tax-qualified  pension plan);  (c) a current or former officer of the Company or
any Parent or Subsidiary of the Company; or (d) currently receiving compensation
for  personal  services  in any  capacity,  other than as a  director,  from the
Company or any Parent or Subsidiary of the Company;  provided,  however, that at
such time as the term "Outside Director",  as used in Section 162(m) of the Code
is defined in regulations promulgated under Section 162(m) of the Code, "Outside
Director" will have the meaning set forth in such  regulations,  as amended from
time to time and as interpreted by the Internal Revenue Service.

               "Option" means an award of an option to purchase  Shares pursuant
to Section 5.

               "Parent"  means any  corporation  (other than the  Company) in an
unbroken chain of  corporations  ending with the Company,  if at the time of the
granting of an Award under this Plan, each of such  corporations  other than the
Company owns stock  possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain.

               "Participant"  means a person who  receives  an Award  under this
Plan.

               "Plan" means this Versant  Corporation1996 Equity Incentive Plan,
as amended from time to time.

               "Restricted  Stock  Award"  means an award of Shares  pursuant to
Section 6.

               "SEC" means the Securities and Exchange Commission.

               "Securities Act" means the Securities Act of 1933, as amended.

                                     - 11 -
<PAGE>

               "Shares" means shares of the Company's  Common Stock reserved for
issuance  under this Plan,  as  adjusted  pursuant to Sections 2 and 18, and any
successor security.

               "Stock  Bonus"  means  an  award  of  Shares,  or cash in lieu of
Shares, pursuant to Section 7.

               "Subsidiary" means any corporation (other than the Company) in an
unbroken  chain  of  corporations  beginning  with  the  Company  if each of the
corporations  other than the last  corporation  in the unbroken chain owns stock
possessing  50% or more of the total  combined  voting  power of all  classes of
stock in one of the other corporations in such chain.

               "Termination"  or "Terminated"  means,  for purposes of this Plan
with respect to a Participant, that the Participant has for any reason ceased to
provide services as an employee, director, consultant, or advisor to the Company
or a Parent or Subsidiary of the Company. An employee will not be deemed to have
ceased to provide  services in the case of (i) sick leave,  (ii) military leave,
or (iii) any other leave of absence  approved by the Committee,  provided,  that
such leave is for a period of not more than 90 days,  unless  reemployment  upon
the  expiration  of such leave is  guaranteed  by  contract or statute or unless
provided  otherwise  pursuant to formal policy  adopted from time to time by the
Company and issued and  promulgated to employees in writing.  In the case of any
employee on an approved leave of absence, the Committee may make such provisions
respecting suspension of vesting of the Option while on leave from the employ of
the Company or a Subsidiary as it may deem appropriate,  except that in no event
may an Option be  exercised  after the  expiration  of the term set forth in the
Option agreement. The Committee will have sole discretion to determine whether a
Participant  has ceased to provide  services and the effective date on which the
Participant ceased to provide services (the "Termination Date").