Exhibit
10.3  UNIFY CORPORATION  1996 EMPLOYEE STOCK PURCHASE PLAN  (As Amended Effective
November 15, 2001)  1.             PURPOSE.  The purpose of this Plan
is to provide an opportunity for Employees of Unify Corporation (the
Corporation) and its Designated Subsidiaries, to purchase Common Stock of the
Corporation and thereby to have an additional incentive to contribute to the
prosperity of the Corporation.  It is
the intention of the Corporation that the Plan qualify as an Employee Stock
Purchase Plan under Section 423 of the Internal Revenue Code of 1986, as
amended, and the Plan shall be construed in accordance with this intention.  2.             DEFINITIONS.  (a)Board
shall mean the Board of Directors of the Corporation.  (b)Code
shall mean the Internal Revenue Code of 1986, as amended.  (c)Committee
shall mean the committee appointed by the Board in accordance with Section 12
of the Plan.  (d)Common
Stock shall mean the Common Stock of the Corporation, or any
stock into which such Common Stock may be converted.  (e)Compensation
shall mean an Employees wages or salary and other amounts payable to an
Employee on account of personal services rendered by the Employee to the
Corporation or a Designated Subsidiary and which are reportable as wages or
other compensation on the Employees Form W-2, plus pre-tax contributions of
the Employee under a cash or deferred arrangement (401(k) plan) or cafeteria
plan maintained by the Corporation or a Designated Subsidiary, but excluding,
however, (1) non-cash fringe benefits, (2) special payments as determined by
the Committee (e.g., moving expenses, unused vacation, severance pay), (3)
income from the exercise of stock options or other stock purchases and (4) any
other items of Compensation as determined by the Committee.  (f)Corporation
shall mean Unify Corporation, a Delaware corporation.  (g)Designated
Subsidiary shall mean a Subsidiary which has been designated by
the Board as eligible to participate in the Plan.  (h)Employee
shall mean an individual employed (within the meaning of Code section 3401(c)
and the regulations thereunder) by the Corporation or a Designated Subsidiary.  1 
   (i)Entry
Date shall mean the first day of each Option Period.  The first Entry Date shall be the date the
Corporations initial public offering registered with the Securities and
Exchange Commission is declared effective, unless otherwise determined by the
Committee.  (j)Exercise
Date shall mean the last business day of each Exercise Period.  (k)Exercise
Periodshall mean a six-month or other period as determined by
the Committee.  The first Exercise
Period during an Option Period shall commence on the first day of such Option
Period.  Subsequent Exercise Periods, if
any, shall run consecutively after the termination of the preceding Exercise
Period.  The last Exercise Period in an
Option Period shall terminate on the last day of such Option Period.  (l)Fair Market Value
shall mean the value of one (1) share of Common Stock on the relevant date,
determined as follows:  (1)           If the shares are traded on an
exchange or on the NASDAQ National Market System, the reported closing price
on the next preceding trading day (provided that in the case of the first Entry
Date, the Fair Market Value shall be the initial price to the public in the
Corporations initial public offering);  (2)           If the shares are traded overthecounter
on the NASDAQ System (other than on the NASDAQ National Market System), the
mean between the bid and the ask prices on said System at the close of business
on the next preceding trading day (provided that in the case of the first Entry
Date, the Fair Market Value shall be the initial price to the public in the
Corporations initial public offering); and  (3)           If neither (1) nor (2) applies, the
fair market value as determined by the Committee in good faith.  Such determination shall be conclusive and
binding on all persons.  (m)Option Period
shall mean a period of up to twenty-seven (27) months as determined by the
Committee.  (n)Participant shall
mean a participant in the Plan as described in Section 4 of the Plan.  (o)Plan shall mean
this employee stock purchase plan.  (p)Subsidiary shall
mean any corporation (other than the Corporation) in an unbroken chain of
corporations beginning with the Corporation, as described in Code section
424(f).  3.             ELIGIBILITY.  Any Employee
regularly employed on a fulltime basis by the Corporation or by any
Designated Subsidiary on an Entry Date shall be eligible to participate in the
Plan with respect to the Option Period commencing on such Entry Date, provided
that the Committee may establish administrative rules requiring that employment
commence some minimum period  2 
   (e.g., one pay
period) prior to an Entry Date to be eligible to participate with respect to
that Entry Date.  An Employee shall be
considered employed on a fulltime basis unless his or her customary
employment is less than 20 hours per week or five months per year.  No Employee may participate in the Plan if
immediately after an option is granted the Employee owns or is considered to
own (within the meaning of section 424(d) of the Code), shares of stock, including
stock which the Employee may purchase by conversion of convertible securities
or under outstanding options granted by the Corporation, possessing five
percent (5%) or more of the total combined voting power or value of all classes
of stock of the Corporation or of any of its Subsidiaries.  All Employees who participate in the Plan
shall have the same rights and privileges under the Plan except for differences
which may be mandated by local law and which are consistent with Code section
423(b)(5).  The Committee may impose
restrictions on eligibility and participation of Employees who are officers and
directors to facilitate compliance with federal or state securities laws.  4.             PARTICIPATION.  4.1           An Employee who is eligible to
participate in the Plan in accordance with Section 3 may become a Participant
by filing, on a date prescribed by the Committee prior to an applicable Entry
Date, a completed payroll deduction authorization and Plan enrollment form
provided by the Corporation.  An
eligible Employee may authorize payroll deductions at the rate of any whole
percentage of the Employees Compensation, not to exceed fifteen percent (15%)
of the Employees Compensation, or such lesser percentage as specified by the
Committee as applied to an Entry Date or Option Period.  All payroll deductions may be held by the
Corporation and commingled with its other corporate funds.  No interest shall be paid or credited to the
Participant with respect to such payroll deductions except where required by
local law as determined by the Committee. 
A separate bookkeeping account for each Participant shall be maintained
by the Corporation under the Plan and the amount of each Participants payroll
deductions shall be credited to such account. 
A Participant may not make any additional payments into such account.  4.2           Under procedures established by the
Committee, a Participant may (i) reduce the rate of his or her payroll
deductions at any time during an Option Period or (ii) increase his or her rate
of payroll deductions effective on an Entry Date; provided, however, that
effective for each Option Period commencing on or after August 7, 1997, a
Participant may increase his or her rate of payroll deductions at any time
during an Option Period. 
Notwithstanding the foregoing, the Committee may, from time to time, consistent
with the Plan and the requirements of Section 423 of the Code, establish,
change or terminate such rules, guidelines, policies, procedures, limitations
or adjustments as deemed advisable by the Committee for the proper
administration of the Plan, including, without limitation, (i) a minimum
payroll deduction amount for participation in the Plan, (ii) a limitation on
the frequency or number of changes permitted in the rate of payroll deductions
during an Option Period or Exercise Period, 
(iii) a minimum period of advance notice before a Participants payroll
deduction change election may become effective, and (iv) a payroll deduction
greater than or less than the amount designated by the Participant in order to
adjust for the Corporations delay or mistake in processing the Participants
payroll deduction authorization and Plan enrollment form or in otherwise
effecting a Participants election under the Plan or as advisable to comply
with the requirements of Section 423 of the Code.  A Participants election to increase or decrease his or  3 
   her rate of
payroll deductions shall be made by completing and filing a new payroll
deduction authorization and Plan enrollment form with the Corporation.  If a new payroll deduction authorization and
Plan enrollment form is not filed with the Corporation, the rate of payroll
deductions shall continue at the originally elected rate throughout the Option
Period unless the Committee determines to change the permissible rate.  4.3           Under procedures established by the
Committee, a Participant may suspend or discontinue participation in the Plan
at any time during an Option Period by completing and filing with the
Corporations designated office a written notice of such action on a form
provided by the Corporation for such purpose. 
If a Participant suspends participation during an Exercise Period, his
or her accumulated payroll deductions will remain in the Plan for purchase of
shares as specified in Section 6 on the following Exercise Date, but the
Participant will not again participate until he or she completes a new payroll
deduction authorization and Plan enrollment form.  The Committee may establish rules limiting the frequency with
which Participants may suspend and resume payroll deductions under the Plan and
may impose a waiting period on Participants wishing to resume suspended payroll
deductions.  If a Participant
discontinues participation in the Plan, the amount credited to the
Participants individual account shall be paid to the Participant without
interest (except where required by local law). 
In the event any Participant terminates employment with the Corporation
or any Subsidiary for any reason (including death) prior to the expiration of
an Option Period, the Participants participation in the Plan shall terminate
and all amounts credited to the Participants account shall be paid to the
Participant or the Participants estate without interest (except where required
by local law).  Whether a termination of
employment has occurred shall be determined by the Committee.  The Committee may also establish rules
regarding when leaves of absence or change of employment status (e.g., from
full-time to part-time) will be considered to be a termination of employment, and
the Committee may establish termination of employment procedures for this Plan
which are independent of similar rules established under other benefit plans of
the Corporation and its Subsidiaries.  In the event of a
Participants death, any accumulated payroll deductions will be paid, without
interest, to the estate of the Participant.  5.             OFFERING.  5.1           The maximum number of shares of
Common Stock which may be issued pursuant to the Plan shall be 2,700,000
shares.  The Committee may designate any
amount of available shares for offering for any Option Period determined
pursuant to Section 5.2.  5.2           Each Option Period, Entry Date and
Exercise Period shall be determined by the Committee.  The Committee shall have the power to change the duration of
future Option Periods or future Exercise Periods, and to determine whether or
not to have overlapping Option Periods, with respect to any prospective
offering, without stockholder or Board approval.  5.3           With respect to each Option Period,
each eligible Employee who has elected to participate as provided in Section
4.1 shall be granted an option to purchase that number of shares of Common
Stock which may be purchased with the payroll deductions accumulated on behalf
of such Employee (assuming payroll deductions at a rate of 15% of Compensation)  4 
   during each
Exercise Period within such Option Period at the purchase price specified in
Section 5.4 below; provided, however, (1) in no event shall the Employee be
entitled to accrue rights to purchase shares under the Plan (and all other
employee stock purchase plans, as defined in Code section 423, of the
Corporation and its subsidiaries) at a rate which exceeds $25,000 of the Fair
Market Value of such stock (determined at the time the option is granted) for
any calendar year in which such option is outstanding at any time, and (2) the
maximum shares subject to any option shall in no event exceed 20,000.  5.4           The option price under each option
shall be the lower of: (i) eightyfive percent (85%) of the Fair
Market Value of the Common Stock on the Entry Date on which an option is
granted, or (ii) eightyfive percent (85%) of the Fair Market Value
on the Exercise Date on which the Common Stock is purchased.  5.5           If the total number of shares of
Common Stock for which options granted under the Plan are exercisable exceeds
the maximum number of shares offered on any Entry Date, the number of shares
which may be purchased under options granted on the Entry Date shall be reduced
on a pro rata basis in as nearly a uniform manner as shall be practicable and
equitable.  In this event, payroll
deductions shall also be reduced or refunded accordingly.  If an Employees payroll deductions during
any Exercise Period exceeds the purchase price for the maximum number of shares
permitted to be purchased under Section 5.3, the excess shall be refunded to
the Participant without interest (except where otherwise required by local
law).  5.6           In the event that the Fair Market
Value of the Corporations Common Stock is lower on the first day of an
Exercise Period within an Option Period (subsequent Reassessment Date) than
it was on Entry Date for such Option Period, all Employees participating in the
Plan on the Reassessment Date shall be deemed to have relinquished the
unexercised portion of the option granted on the Entry Date and to have
enrolled in and received a new option commencing on such Reassessment Date,
unless the Committee has determined not to permit overlapping Option Periods or
to restrict such transfers to lower price Option Periods.  6.             PURCHASE
OF STOCK.  Upon the
expiration of each Exercise Period, a Participants option shall be exercised
automatically for the purchase of that number of full shares of Common Stock
which the accumulated payroll deductions credited  to the Participants account at that time shall purchase at the
applicable price specified in Section 5.4.  7.             PAYMENT
AND DELIVERY.  Upon the exercise
of an option, the Corporation shall deliver to the Participant the Common Stock
purchased and the balance of any amount of payroll deductions credited to the
Participants account not used for the purchase.  The Committee may permit or require that shares be deposited
directly with a broker designated by the Participant (or a broker selected by
the Committee), and the Committee may utilize electronic or automated methods
of share transfer.  To the extent the
unused cash balance represents a fractional share, the unused cash balance
credited to the Participants account shall be carried over to the next
Exercise Period, if  5 
   the Participant is
also a Participant in the Plan at that time or refunded to the Participant, as
determined by the Committee.  The
Corporation shall retain the amount of payroll deductions used to purchase
Common Stock as full payment for the Common Stock and the Common Stock shall
then be fully paid and nonassessable. 
No Participant shall have any voting, dividend, or other stockholder
rights with respect to shares subject to any option granted under the Plan
until the option has been exercised and shares issued.  8.             RECAPITALIZATION.  If after the grant
of an option, but prior to the purchase of Common Stock under the option, there
is any increase or decrease in the number of outstanding shares of Common Stock
because of a stock split, stock dividend, combination or recapitalization of
shares subject to options, the number of shares to be purchased pursuant to an
option, the share limit of Section 5.3 and the maximum number of shares
specified in Section 5.1 shall be proportionately increased or decreased, the
terms relating to the purchase price with respect to the option shall be
appropriately adjusted by the Committee, and the Committee shall take any
further actions which, in the exercise of its discretion, may be necessary or
appropriate under the circumstances.  The Committee, if
it so determines in the exercise of its sole discretion, also may adjust the
number of shares specified in Section 5.1, as well as the price per share of
Common Stock covered by each outstanding option and the maximum number of
shares subject to any individual option, in the event the Corporation effects
one or more reorganizations, recapitalizations, spin-offs, split-ups, rights
offerings or reductions of shares of its outstanding Common Stock.  The Committees determinations
under this Section 8 shall be conclusive and binding on all parties.  9.             MERGER,
LIQUIDATION, OTHER CORPORATION TRANSACTIONS.  In the event of
the proposed liquidation or dissolution of the Corporation, the Option Period
will terminate immediately prior to the consummation of such proposed
transaction, unless otherwise provided by the Committee in its sole discretion,
and all outstanding options shall automatically terminate and the amounts of
all payroll deductions will be refunded without interest to the Participants.  In the event of a
proposed sale of all or substantially all of the assets of the Corporation, or
the merger or consolidation of the Corporation with or into another
corporation, then in the sole discretion of the Committee, (1) each option
shall be assumed or an equivalent option shall be substituted by the successor
corporation or parent or subsidiary of such successor corporation, (2) a date
established by the Committee on or before the date of consummation of such
merger, consolidation or sale shall be treated as an Exercise Date, and all
outstanding options shall be deemed exercisable on such date or (3) all
outstanding options shall terminate and the accumulated payroll deductions
shall be returned to the Participants.  6 
   10.          TRANSFERABILITY.  Options granted to Participants may not be voluntarily
or involuntarily assigned, transferred, pledged, or otherwise disposed of in
any way, and any attempted assignment, transfer, pledge, or other disposition
shall be null and void and without effect. 
If a Participant in any manner attempts to transfer, assign or otherwise
encumber his or her rights or interest under the Plan, other than as permitted
by the Code, such act shall be treated as an election by the participant to
discontinue participation in the Plan pursuant to Section 4.2.  11.          AMENDMENT
OR TERMINATION OF THE PLAN.  11.1         The Plan shall continue until March 25,
2006, unless previously terminated in accordance with Section 11.2.  11.2         The Board may, in its sole discretion,
insofar as permitted by law, terminate or suspend the Plan, or revise or amend
it in any respect whatsoever, except that, without approval of the
stockholders, no such revision or amendment shall:  (a) materially
increase the number of shares subject to the Plan other than an adjustment
under Section 8 of the Plan;  (b) materially
modify the requirements as to eligibility for participation in the Plan;  (c) materially
increase the benefits accruing to Participants;  (d) reduce the
purchase price specified in Section 5.4, except as specified in Section 8;  (e) extend the
term of the Plan beyond the date specified in Section 11.1; or  (f) amend this
Section 11.2 to defeat its purpose.  12.          ADMINISTRATION.  The Plan shall be
administered by a Committee which shall consist of at least two members
appointed by the Board.  The Committee
shall have full power and authority to promulgate any rules and regulations
which it deems necessary for the proper administration of the Plan, to
interpret the provisions and supervise the administration of the Plan, and to
take all action in connection with administration of the Plan as it deems
necessary or advisable.  Decisions of
the Committee shall be made by a majority of its members and shall be final and
binding upon all participants.  Any
decision reduced to writing and signed by a majority of the members of the
Committee shall be fully effective as if it had been made at a meeting of the
Committee duly held.  The Corporation
shall pay all expenses incurred in the administration of  7 
   the Plan.  No Committee member shall be liable for any
action or determination made in good faith with respect to the Plan or any
option granted thereunder.  13.          PROVISION
OF INFORMATION.  Each Participant
who has exercised all or part of his or her option shall receive, as soon as
practicable after the Exercise Date, a report of such Participants Plan
account setting forth the total payroll deductions accumulated prior to such
exercise, the number of shares purchased, the option price for such shares, the
date of purchase and the cash balance, if any, remaining immediately after such
purchase that is to be refunded or retained in the Participants Plan account
pursuant to Section 5.5.  The
report required by this Section may be delivered in such form and by such
means, including by electronic transmission, as the Corporation may
determine.  In addition, each
Participant shall be provided information concerning the Corporation equivalent
to that information provided generally to the Corporations common
stockholders.  At least annually, copies
of the Corporations balance sheet and income statement for the just completed
fiscal year shall be made available to each Participant.  The Corporation shall not be required to
provide such information to key employees whose duties in connection with the
Corporation assure them access to equivalent information.  14.          COMMITTEE
RULES FOR FOREIGN JURISDICTIONS.  The Committee may
adopt rules or procedures relating to te operation and administration of the
Plan in non-United States jurisdictions to accommodate the specific
requirements of local laws and procedures. 
Without limiting the generality of the foregoing, the Committee is
specifically authorized to adopt rules and procedures regarding handling of
payroll deductions, conversion of local currency, withholding procedures and
handling of stock certificates which vary with local requirements.  15.          SECURITIES
LAWS REQUIREMENTS.  The Corporation
shall not be under any obligation to issue Common Stock upon the exercise of
any option unless and until the Corporation has determined that: (i) it and the
Participant have taken all actions required to register the Common Stock under
the Securities Act of 1933, or to perfect an exemption from the registration
requirements thereof; (ii) any applicable listing requirement of any stock
exchange on which the Common Stock is listed has been satisfied; and (iii) all
other applicable provisions of state and federal law have been satisfied.  16.          GOVERNMENTAL
REGULATIONS.  This Plan and the
Corporations obligation to sell and deliver shares of its stock under the Plan
shall be subject to the approval of any governmental authority required in
connection with the Plan or the authorization, issuance, sale, or delivery of
stock hereunder.  17.          NO
ENLARGEMENT OF EMPLOYEE RIGHTS.  8 
   Nothing contained
in this Plan shall be deemed to give any Employee the right to be retained in
the employ of the Corporation or any Designated Subsidiary or to interfere with
the right of the Corporation or Designated Subsidiary to discharge any Employee
at any time.  18.          GOVERNING
LAW.  This Plan shall be
governed by California law, but shall be interpreted to be consistent with the
requirements of any employee stock purchase plan under Code section 423.  19.          EFFECTIVE
DATE.  This Plan shall be
effective March 26, 1996, subject to approval of the stockholders of the
Corporation within 12 months of its adoption by the Board of Directors.  9 
   PLAN HISTORY  May 26, 1996
  
  Board adopts Plan, with
  an initial reserve of 400,000 shares.May    , 1996
  
  Stockholders
  approve Plan, with an initial reserve of 400,000 shares.August 7, 1997
  
  Board approved
  an increase to the Plan of 450,000 shares from 400,000 shares to 850,000
  shares.October 3, 1997
  
  Stockholders
  approve an increase to the Plan of 450,000 shares from 400,000 shares to
  850,000 shares.November 22,
  1999
  
  Board approves a
  2 for 1 stock split, thereby increasing the share reserve of the Plan to
  1,700,000.May 18, 2001
  
  Board approves
  an increase to the Plan of 1,000,000 from 1,700,000 shares to 2,700,000
  shares.September 29,
  2001
  
  Stockholders
  approve an increase to the Plan of 1,000,000 from 1,700,000 shares to
  2,700,000 shares.November 15,
  2001
  
  Board approved
  the amended plan.  10