**Exhibit10.28**

 

November 19, 2002

 

Mr. Ajay Jain

[Address]

[Address]

 

Dear Ajay:

 

Thisletter agreement is being entered into by you, Ajay Jain (“***you***”) and Versant Corporation (“***Versant***”) pursuant toSection 8.7 of the Agreement and Plan of Reorganization dated as of November19, 2002 (the “***Plan***”)among Versant, Mokume Software, Inc. (“***Mokume***”), VM Merger Corp., a wholly owned subsidiary ofVersant (“***Sub***’)and the stockholders of Mokume. Capitalized terms used in this letter agreement but not defined in thisletter will have the same meanings given to them in the Plan.  Regardless of when signed, this letteragreement will not take effect or bind you or Versant unless and until themerger of Sub into Mokume contemplated by the Plan has been consummated and becomeeffective.

 

Subjectto the foregoing, Versant is pleased to offer you a full-time position atVersant on the following terms and conditions:

 

1.             You will be employed as Presidentof 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 bediscussed and outlined with you during your first 90 days of employment.

 

2.             You will be grantedan option to purchase 85,000 shares of Versant Corporation common stock underthe current stock option program subject to approval of the grant of suchoption by Versant’s Board of Directors (the “*Board*”).

 

3.             Versant offersmedical, dental, short-term/long-term disability, life, flex, vision, employeestock purchase plan (ESPP), and 401(k) benefits.  If you have any questions about these benefits, please contactRobin Steckhahn, our HR Manager at 510-789-1679 or email robin@versant.com atVersant.

 

4.             You will also beexpected 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 bycompany personnel.  Please contact meimmediately if you require a copy prior to your acceptance of this offer.

 

----

 

5.             On your first dayof employment, please be prepared to show proof of eligibility to work in theUnited States.  Acceptable documentationincludes: valid US passport, valid certificate of citizenship, validcertificate of naturalization, un-expired INS work permit, un-expired foreignpassport bearing an appropriate, un-expired endorsement of the US AttorneyGeneral authorizing an individual’s employment in the United States, ResidentAlien card, Form I-94, or social security card with valid driver’s license.Employment with Versant is also contingent upon Versant’s satisfaction with apre-employment background check.

 

6.             On your first dayof employment you will be required to execute and deliver to Versant a copy ofits standard Invention Assignment and Confidentiality Agreement (the “***Invention/Confidentiality Agreement***”).  Your employment with Versant will beconditioned upon your signing and delivering the Invention/ConfidentialityAgreement to Versant on your first day of employment.

 

7.             **By acceptingthis offer you agree that your employment is “at will” and that you may beterminated at the sole discretion of management.  You may also resign at any time for any reason whatsoever.**

 

8.             For so long as youare an executive officer of Versant you****will be permitted to attend all in-personmeetings of Versant’s Board of Directors to the same general extent and for thesame general purposes as Versant’s other then executive officers attend suchmeetings; *provided*, *however*, that you acknowledge andagree that you may be excluded at any time from any confidential “closedsessions” or “executive sessions” of any Board meeting and from any otherportions of any Board meeting if the Board in its sole discretion, for anyreason (which reasons may include, without limitation, confidentiality orpreservation of attorney-client privilege), requests that you not be presentfor that portion of the meeting. You will not be entitled to attend any portionof any telephonic meeting of the Board. Inadditionto (and not in lieu of) yourconfidentiality and other obligations pursuant to the InventionAssignment/Confidentiality Agreement, you agree (i) to hold in strictconfidence, and to act in a fiduciary manner with respect to, all non-publicinformation and materials that you may receive, or be given access to, inconnection with any meetings of the Board, and (ii) not to disclose any suchinformation to any third party, and not to use any such information for anypurpose that, if you were a Versant director, would violate your fiduciary dutyto Versant.

 

9.             Subject to theterms and conditions specified below:

 

(a)               If you cease to beemployed by Versant or any of its subsidiaries during the time period beginningon the Effective Time of the Merger and ending on November 19, 2003 becauseyour employment is Terminated Without Cause (as defined in Part 3 of Exhibit Bto the Plan), then (i) Versant will pay you cash severance in an amount equalto your then-current monthly base salary (excluding any bonus) each month foreach of the twelve (12) months immediately following the date on which you areso Terminated Without Cause, and (ii) Versant will pay the 

 

2

----

 

reasonable cost ofcontinuing your then-current medical insurance coverage as provided by Versanton 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 beemployed by Versant or any of its subsidiaries during the time period beginningon November 20, 2003 and ending on November 19, 2004 because your employment isTerminated 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-currentmonthly base salary (excluding any bonus) each month for each of the six (6)months immediately following the date on which you are Terminated WithoutCause, and (ii) Versant will pay the reasonable cost of continuing yourthen-current medical insurance coverage as provided by Versant on the date youare Terminated Without Cause, for a period of six (6) months from the date onwhich you are so Terminated Without Cause.

 

(c)               You will not beentitled to any severance or similar benefits from Versant if your employmentwith Versant or any of its affiliates (i) is terminated for any reason otherthan a Termination Without Cause (as defined in Part 3 of Exhibit B to thePlan); or (ii) is terminated for any reason after November 19, 2004.

 

(d)              In addition,notwithstanding anything above to the contrary, Versant will have no obligationto pay you any severance or to continue (or pay to continue) any medicalinsurance coverage for you unless and until you execute and deliver to Versanta written agreement in which you grant Versant and its officers, directors,employees, shareholders, subsidiaries and other affiliates an irrevocablegeneral release of all known and unknown claims that you may then have againstany of them (including but not limited to claims arising from your employmentor the termination of your employment) and you agree not to prosecute or bringany legal action or other proceeding based upon any of such claims.  However, any such release shall not requireyou to release any claims you may have against Versant pursuant to the Plansolely in your capacity as a stockholder of Mokume or as the Representative ofthe Mokume Stockholders.

 

(e)               As noted above, forpurposes of this letter and your employment with Versant, the terms “TerminatedWithout Cause” and “Termination Without Cause” and “Cause” will have themeanings given to such terms in Part 3 to Exhibit B to the Plan, exceptthat, solely for purposes of this letter agreement, the term  Cause” shall not include substantialunder-performance by you of the business objectives set forth in Appendix 1 toExhibit B to the Plan.  Except asotherwise expressly specified in Part 3(e)(ii) to Exhibit B to the Plan, anyvoluntary termination or abandonment by you of your employment with Versant orany of its subsidiaries

 

3

----

 

will not beconsidered to be a “Termination Without Cause” and will not entitle youto any severance as provided herein.

 

10.           This letter, theNon-Competition Agreement you will enter into pursuant to the Plan, theInvention/Confidentiality Agreement and the Versant Policies (both those now ineffect and those hereafter adopted) together set forth the entire agreement andunderstanding between yourself and Versant regarding the terms of youremployment with Versant or any of its subsidiaries.  The terms of this offer may only be modified in a writing by anexecutive officer of Versant.  The termsof this offer letter are confidential. Versant reserves the right to cancel this offer without notice if theseterms become public knowledge.

 

11.           This offer will takeeffect only if and when the Merger of Sub into Mokume pursuant to the Planoccurs and becomes effective, and must be accepted by you on the date of theEffective Time of the Merger or this offer will be automatically deemed revokedon that date. We hope that you begin employment with Versant by November 19,2002.  To confirm your acceptance ofthis offer, please sign below where indicated and return a copy of all pages ofthis letter.  If you have any questions,please do not hesitate to call.  We areall looking forward to having you on the Versant team and believe that you willfind 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

 

4

----