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EXHIBIT 4.06  


 
 

VERSANT CORPORATION
  
    1996 EMPLOYEE STOCK PURCHASE PLAN    
  


    As Adopted May 21, 1996

As Amended June 5, 1997,

June 10, 1998, June 10, 1999 and June 14, 2001 


    1. Establishment of Plan.  Versant Corporation (the "Company") proposes
to grant options for purchase of the Company's Common Stock to eligible employees of the Company and its Subsidiaries (as hereinafter defined) pursuant to this Employee Stock Purchase Plan (this  "Plan"). For purposes of this Plan, "Parent Corporation" and
"Subsidiary" (collectively, "Subsidiaries") shall have the same meanings as "parent corporation" and
"subsidiary corporation" in Sections 424(e) and 424(f), respectively, of the Internal Revenue Code of 1986, as amended (the "Code"). The Company intends
this Plan to qualify as an "employee stock purchase plan" under Section 423 of the Code (including any amendments to or replacements of such Section), and this Plan shall be so construed. Any
term not expressly defined in this Plan but defined for purposes of Section 423 of the Code shall have the same definition herein. A total of 1,000,000 shares of the Company's Common Stock is
reserved for issuance under this Plan. Such number shall be subject to adjustments effected in accordance with Section 14 of this Plan. 



    2. Purpose.  The purpose of this Plan is to provide employees of the Company and Subsidiaries designated by the Board of
Directors of the Company (the "Board") as eligible to participate in this Plan with a convenient means of acquiring an equity interest in the Company
through payroll deductions, to enhance such employees' sense of participation in the affairs of the Company and Subsidiaries, and to provide an incentive for continued employment. 


    3. Administration.  This Plan shall be administered by a committee appointed by the Board (the  "Committee") consisting
of at least two (2) members of the Board, each of whom is a Disinterested Person as defined in
Rule 16b-3(c) of the Securities Exchange Act of 1934 (the "Exchange Act"). As used in this Plan, references to the "Committee" shall
mean either such committee or the Board if no
committee has been established. After registration of the Company under the Exchange Act, Board members who are not Disinterested Persons may not vote on any matters affecting the administration of
this Plan, but any such member may be counted for determining the existence of a quorum at any meeting of the Board. Subject to the provisions of this Plan and the limitations of Section 423 of
the Code or any successor provision in the Code, all questions of interpretation or application of this Plan shall be determined by the Board and its decisions shall be final and binding upon all
participants. Members of the Board shall receive no compensation for their services in connection with the administration of this Plan, other than standard fees as established from time to time by the
Board for services rendered by Board members serving on Board committees. All expenses incurred in connection with the administration of this Plan shall be paid by the Company. 


    4. Eligibility.  Any employee of the Company or the Subsidiaries is eligible to participate in an Offering Period (as
hereinafter defined) under this Plan except the following: 


    (a)
employees who are not employed by the Company or Subsidiaries fifteen days before the beginning of such Offering Period, except that employees who are employed on the effective
date of the registration statement filed by the Company with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended
(the "Securities Act") registering the initial public offering of the Company's Common Stock is declared effective by the SEC shall be eligible to
participate in the first Offering Period under the Plan; 


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    (b) employees who are customarily employed for less than twenty (20) hours per week; 


    (c)
employees who are customarily employed for less than five (5) months in a calendar year; 


    (d)
employees who, together with any other person whose stock would be attributed to such employee pursuant to Section 424(d) of the Code, own stock or hold options to purchase
stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any of its Subsidiaries or who, as a result of being granted an option
under this Plan with respect to such Offering Period, would own stock or hold options to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes
of stock of the Company or any of its Subsidiaries. 


    5. Offering Dates.  The offering periods of this Plan (each, an "Offering
Period") shall be of twenty-four (24) months duration commencing on February 1 and August 1 of each year and ending on January 31 and
July 31 of each year; provided, however, that notwithstanding the foregoing, the first such Offering Period shall commence on the first business
day on which price quotations for the Company's Common
Stock are available on the Nasdaq National Market (the "First Offering Date") and shall end on July 31, 1998. Except for the first Offering
Period, each Offering Period shall consist of four (4) six-month purchase periods (individually, a "Purchase Period") during which
payroll deductions of the participants are accumulated under this Plan. The first Offering Period shall consist of four Purchase Periods, the first of which shall be greater or less than six months.
The first business day of each Offering Period is referred to as the "Offering Date". The last business day of each Purchase Period is referred to as
the "Purchase Date". The Board shall have the power to change the duration of Offering Periods or Purchase Periods with respect to offerings without
stockholder approval if such change is announced at least fifteen (15) days prior to the scheduled beginning of the first Offering Period or Purchase Period to be affected. 


    6. Participation in this Plan.  Eligible employees may become participants in an Offering Period under this Plan on the
first Offering Date after satisfying the eligibility requirements by delivering a subscription agreement to the Company's treasury department (the "Treasury
Department") not later than the 15th day of the month before such Offering Date unless a later time for filing the subscription agreement authorizing payroll deductions is set
by the Board for all eligible employees with respect to a given Offering Period. An eligible employee who does not deliver a subscription agreement to the Treasury Department by such date after
becoming eligible to participate in such Offering Period shall not participate in that Offering Period or any subsequent Offering Period unless such employee enrolls in this Plan by filing a
subscription agreement with the Treasury Department not later than the 15th day of the month preceding a subsequent Offering Date. Once an employee becomes a participant in an Offering Period, such
employee will automatically participate in the Offering Period commencing immediately following the last day of the prior Offering Period unless the employee withdraws or is deemed to withdraw from
this Plan or terminates further participation in the Offering Period as set forth in Section 11 below. Such participant is not required to file any additional subscription agreement in order to
continue participation in this Plan. 


    7. Grant of Option on Enrollment.  Enrollment by an eligible employee in this Plan with respect to an Offering Period
will constitute the grant (as of the Offering Date) by the Company to such employee of an option to purchase on the Purchase Date up to that number of shares of Common Stock of the Company determined
by dividing (a) the amount accumulated in such employee's payroll deduction account during such Purchase Period by (b) the lower of (i) eighty-five percent (85%) of
the fair market value of a share of the Company's Common Stock on the Offering Date, or (ii) eighty-five percent (85%) of the fair market value of a share of the Company's Common
Stock on the Purchase Date, provided, however, that the number of shares of the Company's Common Stock subject to any option granted pursuant to this
Plan shall not exceed the lesser of (a) the maximum number of shares set by the Board pursuant to Section 10(c) below with respect to the applicable Offering Period, or 


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(b) the maximum number of shares which may be purchased pursuant to Section 10(b) below with respect to the applicable Offering Period. The fair market value of a share of the Company's
Common Stock shall be determined as provided in Section 8 hereof. 


    8. Purchase Price.  The purchase price per share at which a share of Common Stock will be sold in any Offering Period
shall be eighty-five percent (85%) of the lesser of: 



    (a)
the fair market value on the Offering Date; or 




    (b) the
fair market value on the Purchase Date.


    For
purposes of this Plan, the term "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; or 


    (d) if
none of the foregoing is applicable, by the Board in good faith, which in the case of the First Offering Period will be 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. 


    9. Payment Of Purchase Price; Changes In Payroll Deductions; Issuance Of Shares.  


    (a) The
purchase price of the shares is accumulated by regular payroll deductions made during each Offering Period. The deductions are made as a percentage of the
participant's compensation in one percent (1%) increments not less than two percent (2%), nor greater than ten percent (10%) or such lower limit set by the Committee. Compensation shall mean all
W-2 compensation, including, but not limited to base salary, wages, commissions, overtime, shift premiums and bonuses, plus draws against commissions; provided,
however, that for purposes of determining a participant's compensation, any election by such participant to reduce his or her regular cash remuneration under Sections 125 or
401(k) of the Code shall be treated as if the participant did not make such election. Payroll deductions shall commence on the first payday following the Offering Date and shall continue to the end of
the Offering Period unless sooner altered or terminated as provided in this Plan. 


    (b) A
participant may lower (but not increase) the rate of payroll deductions during an Offering Period by filing with the Treasury Department a new authorization for
payroll deductions, in which case the new rate shall become effective for the next payroll period commencing more than fifteen (15) days after the Treasury Department's receipt of the
authorization and shall continue for the remainder of the Offering Period unless changed as described below. Such change in the rate of payroll deductions may be made at any time during an Offering
Period, but not more than one (1) change may be made effective during any Offering Period. A participant may increase or decrease the rate of payroll deductions for any subsequent Offering
Period by filing with the Treasury Department a new authorization for payroll deductions not later than the 15th day of the month before the beginning of such Offering Period. 



    (c) All
payroll deductions made for a participant are credited to his or her account under this Plan and are deposited with the general funds of the Company. No
interest accrues on the payroll 


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deductions. All payroll deductions received or held by the Company may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions. 


    (d) On
each Purchase Date, so long as this Plan remains in effect and provided that the participant has not submitted a signed and completed withdrawal form before that
date which notifies the Company that the participant wishes to withdraw from that Offering Period under this Plan and have all payroll deductions accumulated in the account maintained on behalf of the
participant as of that date returned to the participant, the Company shall apply the funds then in the participant's account to the purchase of whole shares of Common Stock reserved under the option
granted to such participant with respect to the Offering Period to the extent that such option is exercisable on the Purchase Date. The purchase price per share shall be as specified in
Section 8 of this Plan. Any cash remaining in a participant's account after such purchase of shares shall be refunded to such participant in cash, without interest. In the event that this Plan
has been oversubscribed, all funds not used to purchase shares on the Purchase Date shall be returned to the participant, without interest. No Common Stock shall be purchased on a Purchase Date on
behalf of any employee whose participation in this Plan has terminated prior to such Purchase Date. 


    (e) As
promptly as practicable after the Purchase Date, the Company shall arrange the delivery to each participant of a certificate representing the shares purchased
upon exercise of his option. 


    (f)  During
a participant's lifetime, such participant's option to purchase shares hereunder is exercisable only by him or her. The participant will have no interest or
voting right in shares covered by his or her option until such option has been exercised. Shares to be delivered to a participant under this Plan will be registered in the name of the participant or
in the name of the participant and his or her spouse. 


    10. Limitations on Shares to be Purchased.  


    (a) No
employee shall be entitled to purchase stock under this Plan at a rate which, when aggregated with his or her rights to purchase stock under all other employee
stock purchase plans of the Company or any Subsidiary, exceeds $25,000 in fair market value, determined as of the Offering Date (or such other limit as may be imposed by the Code) for each calendar
year in which the employee participates in this Plan. 


    (b) No
more than two hundred percent (200%) of the number of shares determined by using eighty-five percent (85%) of the fair market value of a share of the
Company's Common Stock on the Offering Date as the denominator may be purchased by a participant on any single Purchase Date. 


    (c) No
employee shall be entitled to purchase more than the Maximum Share Amount (as defined below) on any single Purchase Date. Not less than thirty (30) days
prior to the commencement of any Offering Period, the Board may, in its sole discretion, set a maximum number of shares which may be purchased by any employee at any single Purchase Date (hereinafter
the "Maximum Share Amount"). In no event shall the Maximum Share Amount exceed the amounts permitted under Section 10(b) above. If a new Maximum
Share Amount is set, then all participants must be notified of such Maximum Share Amount not less than fifteen (15) days prior to the commencement of the next Offering Period. Once the Maximum
Share Amount is set, it shall continue to apply with respect to all succeeding Purchase Dates and Offering Periods unless revised by the Board as set forth above. 


    (d) If
the number of shares to be purchased on a Purchase Date by all employees participating in this Plan exceeds the number of shares then available for issuance
under this Plan, then the Company will make a pro rata allocation of the remaining shares in as uniform a manner as shall be reasonably practicable and as the Board shall determine to be equitable. In
such event, the Company shall give written notice of such reduction of the number of shares to be purchased under a participant's option to each participant affected thereby. 


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    (e) Any payroll deductions accumulated in a participant's account which are not used to purchase stock due to the limitations in this Section 10 shall be
returned to the participant as soon as practicable after the end of the applicable Purchase Period, without interest. 



    11. Withdrawal.  


    (a) Each
participant may withdraw from an Offering Period under this Plan by signing and delivering to the Treasury Department a written notice to that effect on a form
provided for such purpose. Such withdrawal may be elected at any time at least fifteen (15) days prior to the end of an Offering Period. 


    (b) Upon
withdrawal from this Plan, the accumulated payroll deductions shall be returned to the withdrawn participant, without interest, and his or her interest in this
Plan shall terminate. In the event a participant voluntarily elects to withdraw from this Plan, he or she may not resume his or her participation in this Plan during the same Offering Period, but he
or she may participate in any Offering Period under this Plan which commences on a date subsequent to such withdrawal by filing a new authorization for payroll deductions in the same manner as set
forth above for initial participation in this Plan. 


    (c) If
the purchase price on the first day of any current Offering Period in which a participant is enrolled is higher than the purchase price on the first day of any
subsequent Offering Period, the Company will automatically enroll such participant in the subsequent Offering Period. A participant does not need to file any forms with the Company to automatically be
enrolled in the subsequent Offering Period. 


    12. Termination of Employment.  Termination of a participant's employment for any reason, including retirement, death or
the failure of a participant to remain an eligible employee, immediately terminates his or her participation in this Plan. In such event, the payroll deductions credited to the participant's account
will be returned to him or her or, in the case of his or her death, to his or her legal representative, without interest. For purposes of this Section 12, an employee will not be deemed to have
terminated employment or failed to remain in the continuous employ of the Company in the case of sick leave, military leave, or any other leave of absence approved by the Board;  provided that such leave
is for a period of not more than ninety (90) days or reemployment upon the expiration of such leave is guaranteed by
contract or statute. 


    13. Return of Payroll Deductions.  In the event a participant's interest in this Plan is terminated by withdrawal,
termination of employment or otherwise, or in the event this Plan is terminated by the Board, the Company shall promptly deliver to the participant all payroll deductions credited to such
participant's account. No interest shall accrue on the payroll deductions of a participant in this Plan. 


    14. Capital Changes.  Subject to any required action by the stockholders of the Company, the number of shares of Common
Stock covered by each option under this Plan which has not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under this Plan but have not yet been
placed under option (collectively, the "Reserves"), as well as the price per share of Common Stock covered by each option under this Plan which has not
yet been exercised, shall be
proportionately adjusted for any increase or decrease in the number of issued and outstanding shares of Common Stock of the Company resulting from a stock split or the payment of a stock dividend (but
only on the Common Stock) or any other increase or decrease in the number of issued and outstanding shares of Common Stock effected without receipt of any consideration by the Company;  provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of
consideration". Such adjustment shall be made by the Board, whose determination shall be final, binding and conclusive. Except as expressly provided
herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of 


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stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an option. 



    In
the event of the proposed dissolution or liquidation of the Company, the Offering Period will terminate immediately prior to the consummation of such proposed action, unless
otherwise provided by the Board. The Board may, in the exercise of its sole discretion in such instances, declare that the options under this Plan shall terminate as of a date fixed by the Board and
give each participant the right to exercise his or her option as to all of the optioned stock, including shares which would not otherwise be exercisable. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger or consolidation of the Company with or into another corporation, each option under this Plan shall be assumed or an equivalent option
shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless the Board determines, in the exercise of its sole discretion and in lieu of such
assumption or substitution, that the participant shall have the right to exercise the option as to all of the optioned stock. If the Board makes an option exercisable in lieu of assumption or
substitution in the event of a merger, consolidation or sale of assets, the Board shall notify the participant that the option shall be fully exercisable for a period of twenty (20) days from
the date of such notice, and the option will terminate upon the expiration of such period. 


    The
Board may, if it so determines in the exercise of its sole discretion, also make provision for adjusting the Reserves, as well as the price per share of Common Stock covered by
each outstanding option, in the event that the Company effects one or more reorganizations, recapitalizations, rights offerings or other increases or reductions of shares of its outstanding Common
Stock, or in the event of the Company being consolidated with or merged into any other corporation. 


    15. Nonassignability.  Neither payroll deductions credited to a participant's account nor any rights with regard to the
exercise of an option or to receive shares under this Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as
provided in Section 22 hereof) by the participant. Any such attempt at assignment, transfer, pledge or other disposition shall be void and without effect. 



    16. Reports.  Individual accounts will be maintained for each participant in this Plan. Each participant shall receive
promptly after the end of each Purchase Period a report of his or her account setting forth the total payroll deductions accumulated, the number of shares purchased, the per share price thereof and
the remaining cash balance, if any, carried forward to the next Purchase Period or Offering Period, as the case may be. 


    17. Notice of Disposition.  Each participant shall notify the Company if the participant disposes of any of the shares
purchased in any Offering Period pursuant to this Plan if such disposition occurs within two (2) years from the Offering Date or within one (1) year from the Purchase Date on which such
shares were purchased (the "Notice Period"). Unless such participant is disposing of any of such shares during the Notice Period, such participant shall
keep the certificates representing such shares in his or her name (and not in the name of a nominee) during the Notice Period. The Company may, at any time during the Notice Period, place a legend or
legends on any certificate representing shares acquired pursuant to this Plan requesting the Company's transfer agent to notify the Company of any transfer of the shares. The obligation of the
participant to provide such notice shall continue notwithstanding the placement of any such legend on the certificates. 


    18. No Rights to Continued Employment.  Neither this Plan nor the grant of any option hereunder shall confer any right
on any employee to remain in the employ of the Company or any Subsidiary, or restrict the right of the Company or any Subsidiary to terminate such employee's employment. 


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    19. Equal Rights And Privileges.  All eligible employees shall have equal rights and privileges with respect to this
Plan so that this Plan qualifies as an "employee stock purchase plan" within the meaning of Section 423 or any successor provision of the Code and the related regulations. Any provision of this
Plan which is inconsistent with Section 423 or any successor provision of the Code shall, without further act or amendment by the Company or the Board, be reformed to comply with the
requirements of Section 423. This Section 19 shall take precedence over all other provisions in this Plan. 


    20. Notices.  All notices or other communications by a participant to the Company under or in connection with this Plan
shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof. 


    21. Term; Stockholder Approval.  After this Plan is adopted by the Board, this Plan will become effective on the date
that is the First Offering Date (as defined above); provided, however, that if the First Offering 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 stockholders of the Company, in any manner permitted by applicable corporate law, within twelve
(12) months before or after the date this Plan is adopted by the Board. No purchase of shares pursuant to this Plan shall occur prior to such stockholder approval. Thereafter, no later than
twelve (12) months after the Company becomes subject
to Section 16(b) of the Exchange Act, the Company will comply with the requirements of Rule 16b-3 with respect to stockholder approval. This Plan shall continue until the
earlier to occur of (a) termination of this Plan by the Board (which termination may be effected by the Board at any time), (b) issuance of all of the shares of Common Stock reserved for
issuance under this Plan, or (c) ten (10) years from the adoption of this Plan by the Board. 


    22. Designation of Beneficiary.  


    (a) A
participant may file a written designation of a beneficiary who is to receive any shares and cash, if any, from the participant's account under this Plan
in the event of such participant's death subsequent to the end of an Purchase Period but prior to delivery to him of such shares and cash. In addition, a participant may file a written
designation of a beneficiary who is to receive any cash from the participant's account under this Plan in the event of such participant's death prior to a Purchase Date. 


    (b) Such
designation of beneficiary may be changed by the participant at any time by written notice. In the event of the death of a participant and in the absence of a
beneficiary validly designated under this Plan who is living at the time of such participant's death, the Company shall deliver such shares or cash to the executor or administrator of the estate of
the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares or cash to the spouse or to any
one or more dependents or relatives of the participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. 


    23. Conditions Upon Issuance of Shares; Limitation on Sale of Shares.  Shares shall not be issued with respect to an
option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange or automated quotation system upon
which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. 



    24. Financial Statements.  The Company will provide financial statements to each participant prior to such participant's
purchase of shares under this Plan, provided, however, the Company will not 


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be required to provide such financial statements to participants whose services in connection with the Company assure them access to equivalent information. 



    25. Applicable Law.  The Plan shall be governed by the substantive laws (excluding the conflict of laws rules) of the
State of California. 


    26. Amendment or Termination of this Plan.  The Board may at any time amend, terminate or extend the term of this Plan,
except that any such termination cannot affect options previously granted under this Plan, nor may any amendment make any change in an option previously granted which would adversely affect the right
of any participant, nor may any amendment be made without approval of the stockholders of the Company obtained in accordance with Section 21 hereof within twelve (12) months of the
adoption of such amendment (or earlier if required by Section 21) if such amendment would: 


    (a) increase
the number of shares that may be issued under this Plan; 


    (b) change
the designation of the employees (or class of employees) eligible for participation in this Plan; or 


    (c) constitute
an amendment for which stockholder approval is required in order to comply with Rule 16b-3 (or any successor rule) of the Exchange
Act. 


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VERSANT CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN