Prepared by MERRILL CORPORATION




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EXHIBIT 4.05  


 
 

VERSANT CORPORATION
  
    1996 EQUITY INCENTIVE PLAN    
  


    
As Adopted May 21, 1996

As Amended June 5, 1997, June 10, 1999, January 19, 2000, April 18, 2000,

January 2, 2001 and June 14, 2001 


    1.  PURPOSE.  The purpose of this Plan is to provide
incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries, by offering them an
opportunity to participate in the Company's future performance through awards of Options, Restricted Stock and Stock Bonuses. Capitalized terms not defined in the text are defined in
Section 23. 


    2.  SHARES SUBJECT TO THE PLAN.  



    2.1  Number of Shares Available.  Subject to Sections 2.2 and 18, the total number of Shares reserved and
available for grant and issuance pursuant to this Plan will be 4,400,000 Shares. Subject to Sections 2.2 and 18, Shares that: (a) are subject to issuance upon exercise of an Option but cease to
be subject to such Option for any reason other than exercise of such Option; (b) are subject to an Award granted hereunder but are forfeited or are repurchased by the Company at the original
issue price; or (c) are subject to an Award that otherwise terminates without Shares being issued will again be available for grant and issuance in connection with future Awards under this
Plan. Any authorized shares not issued or subject to outstanding grants under the Versant Corporation 1989 Stock Option Plan (the "Prior Plan") on the
Effective Date (as defined below) and any shares that: (a) are issuable upon exercise of options granted pursuant to the Prior Plan that expire or become unexercisable for any reason without
having been exercised in full; (b) are subject to an award granted pursuant to the Prior Plan but are forfeited or are repurchased by the Company at the original issue price; or (c) are
subject to an award granted pursuant to the Prior Plan that otherwise terminates without shares being issued will no longer
be available for grant and issuance under the Prior Plan, but will be available for grant and issuance under this Plan. At all times the Company shall reserve and keep available a sufficient number of
Shares as shall be required to satisfy the requirements of all outstanding Options granted under this Plan and all other outstanding but unvested Awards granted under this Plan. 


    2.2  Adjustment of Shares.  In the event that the number of outstanding Shares is changed by a stock
dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company without consideration, then
(a) the number of Shares reserved for issuance under this Plan, (b) the Exercise Prices of and number of Shares subject to outstanding Options, and (c) the number of Shares
subject to other outstanding Awards will be proportionately adjusted, subject to any required action by the Board or the shareholders of the Company and compliance with applicable securities laws;  provided, however,
 that fractions of a Share will not be issued but will either be replaced by a cash payment equal to the Fair Market Value of such
fraction of a Share or will be rounded up to the nearest whole Share, as determined by the Committee. 




    3.  ELIGIBILITY.  ISO (as defined in Section 5
below) may be granted only to employees (including officers and directors who are also employees) of the Company or of a Parent or Subsidiary of the Company. All other Awards may be granted to
employees, officers, directors, consultants, independent contractors and advisors of the Company or any Parent or Subsidiary of the Company; provided
such consultants, contractors and advisors render bona fide services not in connection with the 


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offer and sale of securities in a capital-raising transaction. No person will be eligible to receive more than 400,000 Shares in any calendar year under this Plan pursuant to the grant of Awards
hereunder, other than new employees of the Company or of a Parent or Subsidiary of the Company (including new employees who are also officers and directors of the Company or any Parent or Subsidiary
of the Company) who are eligible to receive up to a maximum of 600,000 Shares in the calendar year in which they commence their employment. A person may be granted more than one Award under this Plan. 



    4.  ADMINISTRATION.  



    4.1  Committee Authority.  This Plan will be administered by the Committee or by the Board acting as the
Committee. Subject to the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have full power to implement and carry out this Plan. Without
limitation, the Committee will have the authority to: 



	(a)
	construe
and interpret this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan;



	(b)
	prescribe,
amend and rescind rules and regulations relating to this Plan;



	(c)
	select
persons to receive Awards;



	(d)
	determine
the form and terms of Awards;



	(e)
	determine
the number of Shares or other consideration subject to Awards;



	(f)
	determine
whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other Awards under this Plan or any other incentive
or compensation plan of the Company or any Parent or Subsidiary of the Company;



	(g)
	grant
waivers of Plan or Award conditions;



	(h)
	determine
the vesting, exercisability and payment of Awards;



	(i)
	correct
any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement;



	(j)
	determine
whether an Award has been earned; and



	(k)
	make
all other determinations necessary or advisable for the administration of this Plan. 





    4.2  Committee Discretion.  Any determination made by the Committee with respect to any Award will be
made in its sole discretion at the time of grant of the Award or, unless in contravention of any express term of this Plan or Award, at any later time, and such determination will be final and binding
on the Company and on all persons having an interest in any Award under this Plan. The Committee may delegate to one or more officers of the Company the authority to grant an Award under this Plan to
Participants who are not Insiders of the Company. 


    4.3  Exchange Act Requirements.  If two or more members of the Board are Outside Directors, the Committee
will be comprised of at least two (2) members of the Board, all of whom are Outside Directors and Disinterested Persons. During all times that the Company is subject to Section 16 of the
Exchange Act, the Company will take appropriate steps to comply with the disinterested administration requirements of Section 16(b) of the Exchange Act, which will consist of the appointment by
the Board of a Committee consisting of not less than two (2) members of the Board, each of whom is a Disinterested Person. 




    5.  OPTIONS.  The Committee may grant Options to eligible
persons and will determine whether such Options will be Incentive Stock Options within the meaning of the Code ("ISOs") or Nonqualified Stock Options
("NQSOs"), the number of Shares subject to the Option, the Exercise Price of the 


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Option, the period during which the Option may be exercised, and all other terms and conditions of the Option, subject to the following: 



    5.1  Form of Option Grant.  Each Option granted under this Plan will be evidenced by an Award Agreement
which will expressly identify the Option as an ISO or an NQSO ("Stock Option Agreement"), and will be in such form and contain such provisions (which
need not be the same for each Participant) as the Committee may from time to time approve, and which will comply with and be subject to the terms and conditions of this Plan. 


    5.2  Date of Grant.  The date of grant of an Option will be the date on which the Committee makes the
determination to grant such Option, unless otherwise specified by the Committee. The Stock Option Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time after
the granting of the Option. 


    5.3  Exercise Period.  Options may be exercisable immediately (subject to repurchase pursuant to
Section 12 of this Plan) or may be exercisable within the times or upon the events determined by the Committee as set forth in the Stock Option Agreement governing such Option;  provided, however,
that no Option will be exercisable after the expiration of ten (10) years from the date the Option is granted; and  provided further that no ISO granted to a person who directly or by attribution
owns more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or of any Parent or Subsidiary of the Company ("Ten Percent Shareholder") will be exercisable after the expiration
of five (5) years from the date the ISO is granted. The Committee also may provide for the exercise of Options to become exercisable at one time or from time to time, periodically or otherwise,
in such number of Shares or percentage of Shares as the Committee determines. 


    5.4  Exercise Price.  The Exercise Price of an Option will be determined by the Committee when the Option
is granted and may be not less than 85% of the Fair Market Value of the Shares on the date of
grant; provided that: (i) the Exercise Price of an ISO will be not less than 100% of the Fair Market Value of the Shares on the date of grant; and (ii) the Exercise Price of any ISO
granted to a Ten Percent Shareholder will not be less than 110% of the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased may be made in accordance with
Section 8 of this Plan. 


    5.5  Method of Exercise.  Options may be exercised only by delivery to the Company of a stock option
exercise agreement (the "Exercise Agreement") in a form approved by the Committee (which need not be the same for each Participant), stating the number
of Shares being purchased, the restrictions imposed on the Shares purchased under such Exercise Agreement, if any, and such representations and agreements regarding Participant's investment intent and
access to information and other matters, if any, as may be required or desirable by the Company to comply with applicable securities laws, together with payment in full of the Exercise Price for the
number of Shares being purchased. 


    5.6  Termination.  Notwithstanding the exercise periods set forth in the Stock Option Agreement, exercise
of an Option will always be subject to the following: 



	(a)
	If
the Participant is Terminated for any reason except death or Disability, then the Participant may exercise such Participant's Options only to the extent that such Options would
have been exercisable upon the Termination Date no later than three (3) months after the Termination Date (or such shorter or longer time period not exceeding five (5) years as may be
determined by the Committee, with any exercise beyond three (3) months after the Termination Date deemed to be an NQSO), but in any event, no later than the expiration date of the Options. 




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	(b)
	If
the Participant is Terminated because of Participant's death or Disability (or the Participant dies within three (3) months after a Termination other than because of
Participant's death or disability), then Participant's Options may be exercised only to the extent that such Options would have been exercisable by Participant on the Termination Date and must be
exercised by Participant (or Participant's legal representative or authorized assignee) no later than twelve (12) months after the Termination Date (or such shorter or longer time period not
exceeding five (5) years as may be determined by the Committee, with any such exercise beyond (a) three (3) months after the Termination Date when the Termination is for any
reason other than the Participant's death or Disability, or (b) twelve (12) months after the Termination Date when the Termination is for Participant's death or Disability, deemed to be
an NQSO), but in any event no later than the expiration date of the Options.



	(c)
	If
a Participant is determined by the Board to have committed an act of theft, embezzlement, fraud, dishonesty or a breach of fiduciary duty to the Company or Subsidiary, neither
the Participant, the Participant's estate nor such other person who may then hold the Option shall be entitled to exercise any Option with respect to any Shares whatsoever, after termination of
service, whether or not after termination of service the Participant may receive payment from the Company or Subsidiary for
vacation pay, for services rendered prior to termination, for services rendered for the day on which termination occurs, for salary in lieu of notice, or for any other benefits. In making such
determination, the Board shall give the Participant an opportunity to present to the Board evidence on his behalf. For the purpose of this paragraph, termination of service shall be deemed to occur on
the date when the Company dispatches notice or advice to the Participant that his service is terminated. 





    5.7  Limitations on Exercise.  The Committee may specify a reasonable minimum number of Shares that may
be purchased on any exercise of an Option, provided that such minimum number will not prevent Participant from exercising the Option for the full number of Shares for which it is then exercisable. 



    5.8  Limitations on ISO.  The aggregate Fair Market Value (determined as of the date of grant) of Shares
with respect to which ISOs are exercisable for the first time by a Participant during any calendar year (under this Plan or under any other incentive stock option plan of the Company, Parent or
Subsidiary of the Company) will not exceed $100,000. If the Fair Market Value of Shares on the date of grant with respect to which ISOs are exercisable for the first time by a Participant during any
calendar year exceeds $100,000, then the Options for the first $100,000 worth of Shares to become exercisable in such calendar year will be ISOs and the Options for the amount in excess of $100,000
that become exercisable in that calendar year will be NQSOs. In the event that the Code or the regulations promulgated thereunder are amended after the Effective Date of this Plan to provide for a
different limit on the Fair Market Value of Shares permitted to be subject to ISO, such different limit will be automatically incorporated herein and will apply to any Options granted after the
effective date of such amendment. 


    5.9  Modification, Extension or Renewal.  The Committee may modify, extend or renew outstanding Options
and authorize the grant of new Options in substitution therefor, provided that any such action may not, without the written consent of a Participant, impair any of such Participant's rights under any
Option previously granted. Any outstanding ISO that is modified, extended, renewed or otherwise altered will be treated in accordance with Section 424(h) of the Code. The Committee may reduce
the Exercise Price of outstanding Options without the consent of Participants affected by a written notice to them; provided, however, that the Exercise
Price may not be reduced below the minimum Exercise Price that would be permitted under Section 5.4 of this Plan for Options granted on the date the action is taken to reduce the Exercise
Price. 



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    5.10  No Disqualification.  Notwithstanding any other provision in this Plan, no term of this Plan
relating to ISOs will be interpreted, amended or altered, nor will any discretion or authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422 of the Code
or, without the consent of the Participant affected, to disqualify any ISO under Section 422 of the Code. 




    6.  RESTRICTED STOCK.  A Restricted Stock Award is an
offer by the Company to sell to an eligible person Shares that are subject to restrictions. The Committee will determine to whom an offer will be made, the number of Shares the person may purchase,
the price to be paid (the "Purchase Price"), the restrictions to which the Shares will be subject, and all other terms and conditions of the Restricted
Stock Award, subject to the following: 



    6.1  Form of Restricted Stock Award.  All purchases under a Restricted Stock Award made pursuant to this
Plan will be evidenced by an Award Agreement ("Restricted Stock Purchase Agreement") that will be in such form (which need not be the same for each
Participant) as the Committee will from time to time approve, and will comply with and be subject to the terms and conditions of this Plan. The offer of Restricted Stock will be accepted by the
Participant's execution and delivery of the Restricted Stock Purchase Agreement and full payment for the Shares to the Company within thirty (30) days from the date the Restricted Stock
Purchase Agreement is delivered to the person. If such person does not execute and deliver the Restricted Stock Purchase Agreement along with full payment for the Shares to the Company within thirty
(30) days, then the offer will terminate, unless otherwise determined by the Committee. 


    6.2  Purchase Price.  The Purchase Price of Shares sold pursuant to a Restricted Stock Award will be
determined by the Committee and will be at least 85% of the Fair Market Value of the Shares on the date the Restricted Stock Award is granted, except in the case of a sale to a Ten Percent
Shareholder, in which case the Purchase Price will be 100% of the Fair Market Value. Payment of the Purchase Price may be made in accordance with Section 8 of this Plan. 


    6.3  Restrictions.  Restricted Stock Awards will be subject to such restrictions (if any) as the
Committee may impose. The Committee may provide for the lapse of such restrictions in installments and may accelerate or waive such restrictions, in whole or part, based on length of service,
performance or such other factors or criteria as the Committee may determine. 




    7.  STOCK BONUSES.  



    7.1  Awards of Stock Bonuses.  A Stock Bonus is an award of Shares (which may consist of Restricted
Stock) for services rendered to the Company or any Parent or Subsidiary of the Company. A Stock Bonus may be awarded for past services already rendered to the Company, or any Parent or Subsidiary of
the Company pursuant to an Award Agreement (the "Stock Bonus Agreement") that will be in such form (which need not be the same for each Participant) as
the Committee will from time to time approve, and will comply with and be subject to the terms and conditions of this Plan. A Stock Bonus may be awarded upon satisfaction of such performance goals as
are set out in advance in the Participant's individual Award Agreement (the "Performance Stock Bonus Agreement") that will be in such form (which need
not be the same for each Participant) as the Committee will from time to time approve, and will comply with and be subject to the terms and conditions of this Plan. Stock Bonuses may vary from
Participant to Participant and between groups of Participants, and may be based upon the achievement of the Company, Parent or Subsidiary and/or individual performance factors or upon such other
criteria as the Committee may determine. 


    7.2  Terms of Stock Bonuses.  The Committee will determine the number of Shares to be awarded to the
Participant and whether such Shares will be Restricted Stock. If the Stock Bonus is being earned upon the satisfaction of performance goals pursuant to a Performance Stock Bonus 



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Agreement, then the Committee will determine: (a) the nature, length and starting date of any period during which performance is to be measured (the "Performance
Period") for each Stock Bonus; (b) the performance goals and criteria to be used to measure the performance, if any; (c) the number of Shares that may be awarded
to the Participant; and (d) the extent to which such Stock Bonuses have been earned. Performance Periods may overlap and Participants may participate simultaneously with respect to Stock
Bonuses that are subject to different Performance Periods and different performance goals and other criteria. The number of Shares may be fixed or may vary in accordance with such performance goals
and criteria as may be determined by the Committee. The Committee may adjust the performance goals applicable to the Stock Bonuses to take into account changes in law and accounting or tax rules and
to make such adjustments as the Committee deems necessary or appropriate to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships. 



    7.3  Form of Payment.  The earned portion of a Stock Bonus may be paid currently or on a deferred basis
with such interest or dividend equivalent, if any, as the Committee may determine. Payment may be made in the form of cash, whole Shares, including Restricted Stock, or a combination thereof, either
in a lump sum payment or in installments, all as the Committee will determine. 


    7.4  Termination During Performance Period.  If a Participant is Terminated during a Performance Period
for any reason, then such Participant will be entitled to payment (whether in Shares, cash or otherwise) with respect to the Stock Bonus only to the extent earned as of the date of Termination in
accordance with the Performance Stock Bonus Agreement, unless the Committee will determine otherwise. 




    8.  PAYMENT FOR SHARE PURCHASES.  



    8.1  Payment.  Payment for Shares purchased pursuant to this Plan may be made in cash (by check) or,
where expressly approved for the Participant by the Committee and where permitted by law: 



	(a)
	by
cancellation of indebtedness of the Company to the Participant;



	(b)
	by
surrender of shares that either: (1) have been owned by Participant for more than six (6) months and have been paid for within the meaning of SEC Rule 144
(and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by Participant in the public
market;



	(c)
	by
tender of a full recourse promissory note having such terms as may be approved by the Committee and bearing interest at a rate sufficient to avoid imputation of income under
Sections 483 and 1274 of the Code; provided, however, that Participants who are not employees or directors of the Company will not be entitled to
purchase Shares with a promissory note unless the note is adequately secured by collateral other than the Shares;



	(d)
	by
waiver of compensation due or accrued to the Participant for services rendered;



	(e)
	with
respect only to purchases upon exercise of an Option, and provided that a public market for the Company's stock exists:



	(1)
	through
a "same day sale" commitment from the Participant and a broker-dealer that is a member of the National Association of Securities Dealers (an "NASD
Dealer") whereby the Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased to pay for the Exercise Price, and whereby the NASD
Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or 







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	(2)
	through
a "margin" commitment from the Participant and a NASD Dealer whereby the Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to the
NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward
the Exercise Price directly to the Company; or 





	(f)
	by
any combination of the foregoing. 





    8.2  Loan Guarantees.  The Committee may help the Participant pay for Shares purchased under this Plan by
authorizing a guarantee by the Company of a third-party loan to the Participant. 




    9.  WITHHOLDING TAXES.  



    9.1  Withholding Generally.  Whenever Shares are to be issued in satisfaction of Awards granted under
this Plan, the Company may require the Participant to remit to the Company an amount sufficient to satisfy federal, state and local withholding tax requirements prior to the delivery of any
certificate or certificates for such Shares. Whenever, under this Plan, payments in satisfaction of Awards are to be made in cash, such payment will be net of an amount sufficient to satisfy federal,
state, and local withholding tax requirements. 


    9.2  Stock Withholding.  When, under applicable tax laws, a Participant incurs tax liability in
connection with the exercise or vesting of any Award that is subject to tax withholding and the Participant is obligated to pay the Company the amount required to be withheld, the Committee may in its
sole discretion allow the Participant to satisfy the minimum withholding tax obligation by electing to have the Company withhold from the Shares to be issued that number of Shares having a Fair Market
Value equal to the minimum amount required to be withheld, determined on the date that the amount of tax to be withheld is to be determined (the "Tax
Date"). All elections by a Participant to have Shares withheld for this purpose will be made in writing in a form acceptable to the Committee and will be subject to the
following restrictions: 



	(a)
	the
election must be made on or prior to the applicable Tax Date;



	(b)
	once
made, then except as provided below, the election will be irrevocable as to the particular Shares as to which the election is made;



	(c)
	all
elections will be subject to the consent or disapproval of the Committee;



	(d)
	if
the Participant is an Insider and if the Company is subject to Section 16(b) of the Exchange Act: (1) the election may not be made within six (6) months of
the date of grant of the Award, except as otherwise permitted by SEC Rule 16b-3(e) under the Exchange Act, and (2) either (A) the election to use stock withholding
must be irrevocably made at least six (6) months prior to the Tax Date (although such election may be revoked at any time at least six (6) months prior to the Tax Date) or (B) the
exercise of the Option or election to use stock withholding must be made in the ten (10) day period beginning on the third day following the release of the Company's quarterly or annual summary
statement of sales or earnings; and



	(e)
	in
the event that the Tax Date is deferred until six (6) months after the delivery of Shares under Section 83(b) of the Code, the Participant will receive the full
number of Shares with respect to which the exercise occurs, but such Participant will be unconditionally obligated to tender back to the Company the proper number of Shares on the Tax Date. 




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    10.  PRIVILEGES OF STOCK OWNERSHIP.  



    10.1  Voting and Dividends.  No Participant will have any of the rights of a shareholder with respect to
any Shares until the Shares are issued to the Participant. After Shares are issued to the Participant, the Participant will be a shareholder and have all the rights of a shareholder with respect to
such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares; provided, that if
such Shares are Restricted Stock, then any new, additional or different securities the Participant may become entitled to receive with respect to such Shares by virtue of a stock dividend, stock split
or any other change in the corporate or capital structure of the Company will be subject to the same restrictions as the Restricted Stock; provided,
further, that the Participant will have no right to retain such stock dividends or stock distributions with respect to Shares that are repurchased at the Participant's original
Purchase Price pursuant to Section 12. 


    10.2  Financial Statements.  The Company will provide financial statements to each Participant prior to
such Participant's purchase of Shares under this Plan, and to each Participant annually during the period such Participant has Awards outstanding; provided, however,  the Company will not be required to
provide such financial statements to Participants whose services in connection with the Company assure them access to equivalent
information. 




    11.  TRANSFERABILITY.  Awards granted under this Plan,
and any interest therein, will not be transferable or assignable by Participant, and may not be made subject to execution, attachment or similar process, otherwise than by will or by the laws of
descent and distribution or as consistent with the specific Plan and Award Agreement provisions relating thereto. During the lifetime of the Participant an Award will be exercisable only by the
Participant, and any elections with respect to an Award, may be made only by the Participant. 


    12.  RESTRICTIONS ON SHARES.  At the discretion of the
Committee, the Company may reserve to itself and/or its assignee(s) in the Award Agreement a right to repurchase a portion of or all Shares held by a Participant following such Participant's
Termination at any time within ninety (90) days after the later of Participant's Termination Date and the date Participant purchases Shares under this Plan, for cash and/or cancellation of
purchase money indebtedness, at: (A) with respect to Shares that are "Vested" (as defined in the Award Agreement), the higher of: (l) Participant's original Purchase Price, or
(2) the Fair Market Value of such Shares on Participant's Termination Date, provided, that such right of repurchase (i) must be exercised
as to all such "Vested" Shares unless a Participant consents to the Company's repurchase of only a portion of such "Vested" Shares and (ii) terminates when the Company's securities become
publicly traded; or (B) with respect to Shares that are not "Vested" (as defined in the Award Agreement), at the Participant's original Purchase Price, provided, that the right to repurchase at
the original Purchase Price lapses at the rate of at least 20% per year over five (5) years from the date the Shares were purchased (or from the date of grant of options in the case of Shares
obtained pursuant to a Stock Option Agreement and Stock Option Exercise Agreement), and if the right to repurchase is assignable, the assignee must pay the Company, upon assignment of the right to
repurchase, cash equal to the excess of the Fair Market Value of the Shares over the original Purchase Price. 


    13.  CERTIFICATES.  All certificates for Shares or other
securities delivered under this Plan will be subject to such stock transfer orders, legends and other restrictions as the Committee may deem necessary or advisable, including restrictions under any
applicable federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC or any stock exchange or automated quotation system upon which the Shares may be listed
or quoted. 


    14.  ESCROW; PLEDGE OF SHARES.  To enforce any
restrictions on a Participant's Shares, the Committee may require the Participant to deposit all certificates representing Shares, together with stock powers or other instruments of transfer approved
by the Committee, appropriately endorsed in 


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blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions have lapsed or terminated, and the Committee may cause a legend or legends referencing such
restrictions to be placed on the certificates. Any Participant who is permitted to execute a promissory note as partial or full consideration for the purchase of Shares under this Plan will be
required to pledge and deposit with the Company all or part of the Shares so purchased as collateral to secure the payment of Participant's obligation to the Company under the promissory note;  provided, however,
 that the Committee may require or accept other or additional forms of collateral to secure the payment of such obligation and, in any
event, the Company will have full recourse against the
Participant under the promissory note notwithstanding any pledge of the Participant's Shares or other collateral. In connection with any pledge of the Shares, Participant will be required to execute
and deliver a written pledge agreement in such form as the Committee will from time to time approve. The Shares purchased with the promissory note may be released from the pledge on a pro rata basis
as the promissory note is paid. 


    15.  EXCHANGE AND BUYOUT OF AWARDS.  The Committee may,
at any time or from time to time, authorize the Company, with the consent of the respective Participants, to issue new Awards in exchange for the surrender and cancellation of any or all outstanding
Awards. The Committee may at any time buy from a Participant an Award previously granted with payment in cash, Shares (including Restricted Stock) or other consideration, based on such terms and
conditions as the Committee and the Participant may agree. 


    16.  SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.  An
Award will not be effective unless such Award is in compliance with all applicable federal and state securities laws, rules and regulations of any governmental body, and the requirements of any stock
exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect on the date of grant of the Award and also on the date of exercise or other issuance.
Notwithstanding any other provision in this Plan, the Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to: (a) obtaining any approvals from
governmental agencies that the Company determines are necessary or advisable; and/or (b) completion of any registration or other qualification of such Shares under any state or federal law or
ruling of any governmental body that the Company determines to be necessary or advisable. The Company will be under no obligation to register the Shares with the SEC or to effect compliance with the
registration, qualification or listing requirements of any state securities laws, stock exchange or automated quotation system, and the Company will have no liability for any inability or failure to
do so. 


    17.  NO OBLIGATION TO EMPLOY.  Nothing in this Plan or
any Award granted under this Plan will confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Parent or
Subsidiary of the Company or limit in any way the right of the Company or any Parent or Subsidiary of the Company to terminate Participant's employment or other relationship at any time, with or
without cause. 


    18.  CORPORATE TRANSACTIONS.  



    18.1  Assumption or Replacement of Awards 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 than a 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
Awards granted under this Plan are assumed, converted or replaced by the successor corporation, which assumption will be binding on all Participants), (c) a merger in which the Company is the
surviving corporation but the Company's shareholders prior to the merger (other than any shareholder that merges, or controls another
corporation that merges, with the Company) own less than 51% of the surviving corporation, or (d) the sale of substantially all of the assets of the 



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Company, any or all outstanding Awards may be assumed, converted or replaced by the successor corporation (if any), which assumption, conversion or replacement will be binding on all Participants. In
the alternative, the successor corporation may substitute equivalent Awards or provide substantially similar consideration to Participants as was provided to shareholders (after taking into account
the existing provisions of the Awards). The successor corporation may also issue, in place of outstanding Shares of the Company held by the Participant, substantially similar shares or other property
subject to repurchase restrictions no less favorable to the Participant. In the event such successor corporation (if any) refuses to assume or substitute Awards, as provided above, pursuant to a
transaction described in this Subsection 18.1, such Awards will expire on such transaction at such time and on such conditions as the Board will determine. 


    18.2  Other Treatment of Awards.  Subject to any greater rights granted to Participants under the
foregoing provisions of this Section 18, in the event of the occurrence of any transaction described in Section 18.1, any outstanding Awards will be treated as provided in the applicable
agreement or plan of merger, consolidation, dissolution, liquidation, sale of assets or other "corporate transaction." 


    18.3  Assumption of Awards by the Company.  The Company, from time to time, also may substitute or assume
outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by either; (a) granting an Award under this Plan in substitution of
such other company's award; or (b) assuming such award as if it had been granted under this Plan if the terms of such assumed award could be applied to an Award granted under this Plan. Such
substitution or assumption will be permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award under this Plan if the other company had applied the
rules of this Plan to such grant. In the event the Company assumes an award granted by another company, the terms and conditions of such award will remain unchanged (except  that the exercise price and
the number and nature of Shares issuable upon exercise of any such option will be adjusted appropriately pursuant to Section 424(a) of the
Code). In the event the Company elects to grant a new Option rather than assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price. 




    19. ADOPTION AND SHAREHOLDER APPROVAL. This Plan will become effective on the date on which the registration statement filed by the
Company with the SEC under the Securities Act registering the initial public offering of the Company's Common Stock is declared effective by the SEC (the "Effective
Date"); provided, however, that if the Effective 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 shareholders of the Company (excluding Shares issued pursuant to this Plan), consistent with applicable laws, within twelve
(12) months before or after the date this Plan is adopted by the Board. Upon the Effective Date, the Board may grant Awards pursuant to this Plan; provided, however,  that: (a) no Option may be
exercised prior to initial shareholder approval of this Plan; (b) no Option granted pursuant to an increase in the number of Shares
subject to this Plan approved by the Board will be exercised prior to the time such increase has been approved by the shareholders of the Company; and
(c) in the event that shareholder approval of such increase is not obtained within the time period provided herein, all Awards granted hereunder will be canceled, any Shares issued pursuant to
any Award will be canceled, and any purchase of Shares hereunder will be rescinded. So long as the Company is subject to Section 16(b) of the Exchange Act, the Company will comply with the
requirements of Rule 16b-3 (or its successor), as amended, with respect to shareholder approval. 


    20.  TERM OF PLAN/GOVERNING LAW.  Unless earlier
terminated as provided herein, this Plan will terminate ten (10) years from the date this Plan is adopted by the Board or, if earlier, the date of shareholder approval. This Plan and all
agreements thereunder shall be governed by and construed in accordance with the laws of the State of California. 


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    21.  AMENDMENT OR TERMINATION OF PLAN.  The Board may at
any time terminate or amend this Plan in any respect, including without limitation amendment of any form of Award Agreement or instrument to be executed pursuant to this Plan;  provided, however, that
the Board will not, without the approval of the shareholders of the Company, amend this Plan in any manner that requires such
shareholder approval pursuant to the Code or the regulations promulgated thereunder as such provisions apply to ISO plans or (if the Company is subject to the Exchange Act or Section 16(b) of
the Exchange Act) pursuant to the Exchange Act or Rule 16b-3 (or its successor), as amended, thereunder, respectively. 


    22.  NONEXCLUSIVITY OF THE PLAN.  Neither the adoption of
this Plan by the Board, the submission of this Plan to the shareholders of the Company for approval, nor any provision of this Plan will be construed as creating any limitations on the power of the
Board to adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting of stock options and bonuses otherwise than under this Plan, and such
arrangements may be either generally applicable or applicable only in specific cases. 


    23.  DEFINITIONS.  As used in this Plan, the following
terms will have the following meanings: 



    "Award" means any award under this Plan, including any Option, Restricted Stock or Stock Bonus. 



    "Award Agreement" means, with respect to each Award, the signed written agreement between the Company and the Participant setting forth
the terms and conditions of the Award. 


    "Board" means the Board of Directors of the Company. 


    "Code" means the Internal Revenue Code of 1986, as amended. 


    "Committee" means the committee appointed by the Board to administer this Plan, or if no such committee is appointed, the Board. 



    "Company" means Versant Corporation or any successor corporation. 


    "Disability" means a disability, whether temporary or permanent, partial or total, within the meaning of Section 22(e)(3) of the
Code, as determined by the Committee. 


    "Disinterested Person" means a director who has not, during the period that person is a member of the Committee and for one year prior
to commencing service as a member of the Committee, been granted or awarded equity securities pursuant to this Plan or any other plan of the Company or any Parent or Subsidiary of the Company, except
in accordance with the requirements set forth in Rule 16b-3(c)(2)(i) (and any successor regulation thereto) as promulgated by the SEC under Section 16(b) of the
Exchange Act, as such rule is amended from time to time and as interpreted by the SEC. 


    "Exchange Act" means the Securities Exchange Act of 1934, as amended. 


    "Exercise Price" means the price at which a holder of an Option may purchase the Shares issuable upon exercise of the Option. 



    "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 




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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;



	(d)
	in
the case of an Award made on the Effective Date, 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; or



	(e)
	if
none of the foregoing is applicable, by the Committee in good faith. 





    "Insider" means an officer or director of the Company or any other person whose transactions in the Company's Common Stock are subject
to Section 16 of the Exchange Act. 


    "Outside Director" means any director who is not; (a) a current employee of the Company or any Parent or Subsidiary of the
Company; (b) a former employee of the Company or any Parent or Subsidiary of the Company who is receiving compensation for prior services (other than benefits under a tax-qualified
pension plan); (c) a current or former officer of the Company or any Parent or Subsidiary of the Company; or (d) currently receiving compensation for personal services in any capacity,
other than as a director, from the Company or any Parent or Subsidiary of the Company; provided, however, that at such time as the term "Outside
Director", as used in Section 162(m) of the Code is defined in regulations promulgated under Section 162(m) of the Code, "Outside Director" will have the meaning set forth in such
regulations, as amended from time to time and as interpreted by the Internal Revenue Service. 


    "Option" means an award of an option to purchase Shares pursuant to Section 5. 


    "Parent" means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if at the time of
the granting of an Award under this Plan, each of such corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain. 


    "Participant" means a person who receives an Award under this Plan. 


    "Plan" means this Versant Corporation1996 Equity Incentive Plan, as amended from time to time. 


    "Restricted Stock Award" means an award of Shares pursuant to Section 6. 


    "SEC" means the Securities and Exchange Commission. 


    "Securities Act" means the Securities Act of 1933, as amended. 



    "Shares" means shares of the Company's Common Stock reserved for issuance under this Plan, as adjusted pursuant to Sections 2 and 18,
and any successor security. 


    "Stock Bonus" means an award of Shares, or cash in lieu of Shares, pursuant to Section 7. 


    "Subsidiary" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of
the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in
such chain. 


    "Termination" or "Terminated" means, for purposes of this Plan with respect to a
Participant, that the Participant has for any reason ceased to provide services as an employee, director, 



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consultant, or advisor to the Company or a Parent or Subsidiary of the Company. An employee will not be deemed to have ceased to provide services in the case of (i) sick leave,
(ii) military leave, or (iii) any other leave of absence approved by the Committee, provided, that such leave is for a period of not more than 90 days, unless reemployment upon
the expiration of such leave is guaranteed by contract or statute or unless provided otherwise pursuant to formal policy adopted from time to time by the Company and issued and promulgated to
employees in writing. In the case of any employee on an approved leave of absence, the Committee may make such provisions respecting suspension of vesting of the Option while on leave from the employ
of the Company or a Subsidiary as it may deem appropriate, except that in no event may an Option be exercised after the expiration of the term set forth in the Option agreement. The Committee will
have sole discretion to determine whether a
Participant has ceased to provide services and the effective date on which the Participant ceased to provide services (the "Termination Date"). 



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VERSANT CORPORATION 1996 EQUITY INCENTIVE PLAN