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                                                                   Exhibit 10.16


                                October 22, 1997


((Nameaddress))

Dear ((Dear)):

              As you are aware, Versant has commenced a search for a new CEO.
This letter is to confirm to you that if Versant terminates your employment
without "Cause" (as defined below) during the period commencing on the date
hereof and continuing until the earlier of (i) 12 months after the date that the
new CEO is hired (i.e., commences employment with the Company) and (ii) two
years from the date hereof, then you shall be entitled to the following
severance benefits:

              1. If you are terminated without Cause during the period
commencing on the date hereof and continuing until six months after the date
that the new CEO is hired, then you shall be entitled to continue to receive
your then current Salary (as defined below) and related non-equity benefits, for
a period commencing on the date of termination of your employment and continuing
until the earlier of (i) 12 months after the date of such termination, and (ii)
the date that you obtain comparable employment from another employer.
Additionally, the vesting of any outstanding Versant options or shares held by
you on the date of your termination shall continue for a period of 12 months
thereafter.

              2. If you are terminated without Cause during the period
commencing six months after the date of hiring of the new CEO and continuing
until 12 months after the hiring of the new CEO, then you shall be entitled to
continue to receive your then current Salary, and related non-equity benefits,
for a period commencing upon the date of termination of your employment and
continuing until the earlier of (i) six months after the date of your
termination of employment, and (ii) the date that you obtain comparable
employment from another employer. Additionally, the vesting of any outstanding
Versant options or shares held by you as of the date of termination of your
employment shall continue for a period of six months after such termination.

              3.  For purposes of the foregoing it is agreed as follows:

                           (a)      "Cause" shall mean:

                                    (i)     A material failure or refusal by you
to diligently perform your duties to the Company; provided, however, that if
reasonably possible, the Company will provide you with 30 days advance notice to
remedy the situation, although the Company will not be required to provide such
notice more than once;
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                                    (ii)    Intentional or grossly negligent
conduct by you that is materially detrimental to, or materially discredits, the
reputation, character or standing of the Company, including, without limitation,
the commission of a crime of moral turpitude;

                                    (iii)   Conduct by you that is intended to
do injury to the Company; or

                                    (iv)    Disability that prevents you from
performing your duties more than 90 days in any 360 day period, or your death.

                           (b)      "Salary" shall mean 100% of your then
current base salary, 100% of any guaranteed bonus, and 50% of any potential
performance bonus (based on 100% accomplishment of the applicable task or
milestone). By way of example, for purposes of this Agreement, your current
Salary would aggregate to a total of $AutoMergeField.

              4.  In partial consideration of the foregoing, you agree as
follows:

                           (a)      You will not voluntarily terminate your
employment with the Company during the period commencing on the date hereof and
continuing until the earlier of (i) 12 months after the new CEO is hired and
(ii) two years from the date hereof.

                           (b)      You will not be entitled to any other
amounts or payments in connection with your termination. As a condition to the
Company's obligation to make the payments to you set forth herein, you will be
obligated to provide the Company with a full release in form and substance
satisfactory to the Company, in its reasonable discretion, at the time of your
termination.

                           (c)      So long as you are receiving payments from
the Company hereunder, and for a period of one year thereafter, you shall not,
directly or indirectly, either for yourself or for any other person or entity,
solicit, induce or encourage, or assist another to solicit, induce or encourage,
any employee, consultant, customer or supplier of the Company to terminate his,
her or its relationship with the Company.

                           (d)      So long as you are receiving payments from
the Company hereunder you will be available to consult with the Company for up
to 36 hours per month. If the Company is no longer making payments to you
because you have accepted other employment, but your options are still vesting
pursuant to Sections 1 or 2 above, then your availability to consult shall be
reduced to 20 hours per month and the Company will pay you a reasonable per hour
consulting fee for your time. The Company may require you to enter into a
reasonable consulting agreement in connection with the foregoing. In no event
shall the total number of options and shares that vest pursuant to this
agreement exceed the total number of unvested options and shares held by you as
of the date of termination of your employment.

                           (e)      The Company shall not be required to
continue the vesting of any of your options or shares pursuant to this Agreement
if the termination of your employment is in contemplation of or in connection
with an acquisition of the Company and if, in the opinion of Versant's
accountants, the accountants of the acquiror, or the SEC, such provisions would
result

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in Versant not being able to use "pooling of interests" accounting
treatment in connection with the acquisition, if Versant otherwise intends to
use such treatment.

                           (f)      The Company is authorized to withhold taxes
and other amounts as required by law. Further, you acknowledge that you are not
relying on any advice or representations from the Company regarding the tax
effect of this agreement. Without limiting the foregoing, you acknowledge that
incentive stock options that are not exercised within 3 months of the
termination of your employment may no longer qualify as incentive stock options,
and that options that vest after the termination of employment are not eligible
for incentive stock option treatment.

              5.  Nothing herein limits your obligations under any invention
assignment or confidentiality agreement you may have previously entered into
with the Company. Additionally, nothing herein affects the ability of the
Company to terminate your employment at any time, with or without cause.

              This letter is intended to set forth the entire agreement between
us relating to the subject matter hereof and it supersedes and cancels any and
all previous contracts, agreements or understandings, whether oral or written,
with respect to the subject matter hereof. Notwithstanding the foregoing, if
your termination of employment is in connection with an acquisition of the
Company covered by that certain letter agreement between you and the Company
dated April 1, 1996, then the provisions regarding post-termination option/share
vesting set forth in this Agreement shall be null and void, and such subject
shall be governed by the April 1, 1996 letter agreement.

              Name, your contribution to Versant is very much appreciated. If
the foregoing is acceptable to you, please indicate your agreement by signing
below.

                                      Very truly yours,

                                      VERSANT OBJECT TECHNOLOGY CORPORATION



                                      ------------------------------------------
                                      David Banks, President



  Agreed and Accepted:



  ----------------------------------
  ((Name))


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