EXHIBIT 10.03

VERSANT CORPORATION        2005 DIRECTORS STOCK OPTION PLAN

As
Adopted June 1, 2005, as amended
(approved by shareholders August 22, 2005)(1)

1.Purpose.This 2005 Directors Stock Option Plan (this "Plan") is established to
provide equity incentives for nonemployee members of the Board of Directors of Versant Corporation (the"Company"), who are described in Section 6.1 below, by granting such persons options to purchase shares of stock of the Company.

2.Adoption and Shareholder Approval.This Plan will become
effective on the first date (the"Effective Date") that it has been both (i) adopted by the Board of Directors of the Company (the "Board") and (ii) approved by the shareholders of the Company. This Plan shall be approved by the shareholders of the Company, consistent with
applicable laws, within twelve (12) months after the date this Plan is adopted by the Board. Options to purchase Shares ("Options") may be
granted under this Plan on and after the Effective Date provided that, in the event that shareholder approval is not obtained within the time period provided herein, this Plan, and all Options granted
hereunder, shall terminate. No Option that is issued as a result of any increase in the number of shares authorized to be issued under this Plan shall be exercised prior to the time such increase has
been approved by the shareholders of the Company and all such Options granted pursuant to such increase shall similarly terminate if such shareholder approval is not obtained. So long as the Company
is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, (the"Exchange Act") the Company will comply with the applicable
requirements of Rule 16b-3.

3.Types of Options and Shares.Options granted under this Plan
shall be non-qualified stock options ("NQSOs"). The shares of stock that may be purchased upon exercise of Options granted under this Plan
(the"Shares") are shares of the Common Stock of the Company.

4.Number of Shares.Subject to adjustment as provided in this
Plan, the total number of Shares reserved and available for grant and issuance pursuant to this Plan (the"Reserved Shares") will be the sum of
(a) the Available Prior Plan Shares (as defined below) plus (b) any and all Forfeited Prior Plan Shares (as defined below);provided, that
the number of Reserved Shares shall not exceed an aggregate of 49,000 Shares, as constituted at the opening of business on the Effective Date."Available Prior Plan
Shares"means the number of shares of the Company's Common Stock reserved for issuance under the Company's 1996 Directors Stock Option Plan, as amended (the "Prior Plan") on the Effective Date that, on the Effective Date, arenot(i) issued and
outstanding as a result of the exercise of options granted under the Prior Plan or (ii) subject to stock options granted under the Prior Plan that are then outstanding. "Forfeited Prior Plan Shares"means (i) shares of Common Stock issued under the Prior Plan that are outstanding on the Effective Date and are
thereafter repurchased by the Company at their original issuance price pursuant to the terms of the Prior Plan and/or agreements entered pursuant thereto and (ii) the shares of Common Stock
that, on the Effective Date, are subject to any then outstanding stock option granted under the Prior Plan and which thereafter cease to be subject to such stock option for any reason other than its
exercise. All Available Prior Plan Shares and Forfeited Prior Plan Shares will no longer be available for grant and issuance under the Prior Plan but will be available for grant and issuance under
this Plan. Subject to the limitations on the maximum number of Shares issuable under this Plan, Shares that are subject to issuance upon exercise of an Option granted under this Plan but cease to be
subject to such Option for any reason other than exercise of such Option, and Shares issued pursuant to this Plan that are repurchased by the Company at their original issue price, will again be
available for grant under other Options granted under this Plan. At all times during the term of this Plan, the Company shall reserve and keep available such number of Shares as shall be required to
satisfy the requirements of outstanding Options granted under this Plan.

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5.Administration.This Plan shall be administered by the Board
or by a committee of not less than two members of the Board appointed to administer this Plan (the"Committee") so as to exempt the grant and exercise
of Options from the application of Section 16(b) of the Exchange Act pursuant to Rule 16b-3. As used in this Plan, references to the Committee shall mean either such
Committee or the Board if no Committee has been established. The interpretation by the Committee of any of the provisions of this Plan or any Option granted under this Plan shall be final and binding
upon the Company and all persons having an interest in any Option or any Shares purchased pursuant to an Option.

6.Eligibility and Award Formula.



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7.Terms and Conditions of Options.Subject to the following and
to Section 6 above:



8.Exercise of Options.



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9.Nontransferability of Options.During the lifetime of the
Optionee, an Option shall be exercisable only by the Optionee or by the Optionee's guardian or legal representative, unless otherwise permitted
by the Committee. No Option may be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent and distribution.

10.Restrictions on Shares.The Company shall reserve to itself
and/or its assignee(s) in the Grant a right to repurchase all unvested Shares held by an Optionee if the Optionee ceases to be a member of the Board or a consultant of the Company. The Company shall
exercise such repurchase right within ninety (90) days after the Optionee's Termination Date for cash at the Optionee's original exercise price.

11.Privileges of Stock Ownership.No Optionee shall have any of
the rights of a shareholder with respect to any Shares subject to an Option until the Option has been validly exercised. No adjustment shall be made for dividends or distributions or other rights for
which the record date is prior to the date of exercise, except as provided in this Plan. The Company shall provide to each

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Optionee
a copy of the annual financial statements of the Company, at such time after the close of each fiscal year of the Company as they are released by the Company to its shareholders.

12.Adjustment of Option Shares.In the event that the number of
outstanding shares of Common Stock of the Company is changed by a stock dividend, stock split, reverse stock split, combination, reclassification or similar change in the capital structure of the
Company without consideration, the number of Shares available under this Plan, the number of Shares subject to outstanding Options, the exercise price per share of such outstanding Options, the
maximum number of Reserved Shares referenced in Section 4 of this Plan and the number of shares that are subject to an Option awarded as an Initial Grant or a Succeeding Grant under
Section 6.2 or Section 6.3 of this Plan, shall each be proportionately adjusted, subject to any required action by the Board or shareholders of the Company and compliance with applicable
securities laws;provided,however, that no fractional shares shall be issued upon exercise of any
Option as a result of any such adjustment and any resulting fractions of a Share shall be rounded up to the nearest whole Share.

13.No Obligation to Continue as Director.Nothing in this Plan
or any Option granted under this Plan shall confer on any Optionee any right to continue in any capacity with the Company or any Parent or Subsidiary.

14.Compliance With Laws.The grant of Options and the issuance
of Shares upon exercise of any Options shall be subject to and conditioned upon compliance with all applicable requirements of law, including without limitation compliance with the Securities Act,
compliance with all other applicable state securities laws and compliance with the requirements of any stock exchange or national market system on which the Shares may be listed. The Company shall be
under no obligation to register the Shares with the SEC or to effect compliance with the registration or qualification requirement of any state securities laws, stock exchange or national market
system.

15.Assumption or Replacement of Options 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
thana 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 Options granted under this Plan are assumed or replaced by the successor corporation, which assumption
will be binding on all Optionees), (c) a merger or consolidation in which the Company is the surviving corporation but after which the shareholders of the Company immediately prior to such
merger or consolidation (other than any shareholder which merges or consolidates (or which owns or controls another corporation which merges or consolidates) with the Company in such merger or
consolidation) own less than 50% of the shares or other equity interests in the Company immediately after such merger or consolidation, (d) the sale of substantially all of the assets of the
Company, or (e) the acquisition, sale or transfer of a majority of the outstanding shares of the Company by tender offer or similar transaction, the vesting of all Options will accelerate and
such Options will fully vest and become exercisable in full prior to the consummation of such event at such times and on such conditions as the Committee determines, and if such Options are not
exercised prior to the consummation of the corporate transaction described herein, they shall terminate in accordance with the provisions of this Plan.

16.Amendment or Termination of Plan.The Committee may at any
time terminate or amend this Plan (but may not terminate or amend the terms of any outstanding option without the consent of the Optionee);provided, however, that the Committee shall not, without the approval of the shareholders of the Company, increase the total number of Shares available under this
Plan (except by operation of the provisions of Sections 4 and 12 above) or change the class of persons eligible to receive Options. In any case, no amendment of this Plan may adversely affect
any then outstanding Options or any unexercised portions thereof without the written consent of the Optionee.

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17.Term of Plan.Options may be granted pursuant to this Plan
from time to time within a period of ten (10) years from the date this Plan is adopted by the Board.

18.Certain Definitions.As used in this Plan, the following
terms shall have the following meanings:



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