EXHIBIT 10.01


 


Joint Employment Agreement


and


Managing Director Service
Contract


 


Effective as of November 1, 2006 (the “Effective Date”)


 


Between


 


Versant
Corporation,


a California
corporation


with offices at
6539 Dumbarton Circle, Fremont, California, 94555 USA


(hereinafter “Versant”), and


 


Versant
GmbH,


a German
corporation that is a subsidiary of Versant,


with offices at
Wiesenkamp 22b 22359, Hamburg, Germany


(hereinafter “Versant Germany”),


 


on the one hand


 


and


 


Mr. Jochen
Witte


Buchenstieg 13b


22359 Hamburg


(hereinafter “Witte”, “Employee”
or “Managing Director”, as applicable),


 


on the other hand.


 


Preamble and
Recitals


 


Witte is currently the
President and Chief Executive Officer of Versant and also currently serves as
Managing Director of Versant Germany. 
The Parties desire to set forth in this Agreement the terms and
conditions on which Witte will, during the Term (as defined in Part C
hereof), serve as (i) an officer and employee of Versant and (ii) Managing
Director of Versant Germany.  References
herein to “Employee” refer to Witte in
his capacity as Chief Executive Officer of Versant and references herein to “Managing Director” refer to Witte in
his capacity as Managing Director of Versant Germany.


 


PART A:


Employment With Versant


 


During the Term of this
Agreement (as defined in Part C), Employee’s employment with Versant shall
be subject to and governed by the provisions of this Part A and, as
applicable, Part C of this Agreement:


 


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§ 1A Employment; Duties.


 


(1)   Subject to the terms and
conditions of this Agreement, Versant hereby employs Employee, and Employee
hereby accepts employment, as Versant’s Chief Executive Officer and President,
reporting to Versant’s Board of Directors (the “Versant
Board”), and Employee agrees that, in that capacity, he shall be
an “exempt” employee within the meaning of California law.  Employee shall perform his services as
Versant’s Chief Executive Officer and President subject to the supervision and
direction of the Versant Board (or any committee thereof) and shall have such
responsibilities, duties and authority as are consistent with those offices. In
addition, Employee shall have such other duties as the Versant Board may direct
and may be asked to hold additional management positions within the Versant
group of companies without additional compensation (except for the
compensation paid to Employee for his service as Managing Director of Versant
Germany, which shall be as provided in Part B of this Agreement).  During Employee’s employment with Versant,
Employee shall not engage in any business activities outside those of Versant
and the Versant group of companies to the extent that such activities (a) are
competitive with those of Versant or any subsidiary or affiliate of Versant or (b) would
impair, interfere with, inhibit or prejudice Employee’s obligations or time
commitment to Versant.


 


§ 2A Compensation.


 


As
his sole and exclusive compensation for Employee’s services as Versant’s Chief
Executive Officer and President, during the Term Employee will, subject to the
terms of this Agreement, receive the following compensation from Versant:


 


(1)   Bonus Provisions.


 


(a)      Existing Fiscal 2006 Bonus
Program.  The parties
acknowledge that Employee is currently participating in a Versant bonus program
for Versant’s fiscal year ending October 31, 2006 which is on terms
substantially identical to that of the bonus program described in §2A(1)(b) below,
except that it applies only to Versant’s fiscal year ending October 31,
2006 (the “FY 2006 Bonus Program”).  Versant and Employee agree that Employee will
continue to participate in and be compensated under the FY 2006 Bonus Program
in accordance with the existing terms and conditions of the FY 2006 Bonus
Program, subject to the provisions of this Agreement.


 


(b)      Fiscal 2007 Bonus Program.  As used herein, the term “Bonusable Net Income” means Versant’s
reported net income (if any) for Versant’s fiscal year ending October 31,
2007 (the “2007 Fiscal Year”), as
determined in accordance with United States generally accepted accounting
principles (“GAAP”) but computed before
deduction of Employee’s bonus provided for in this §2A(1)(b). Subject to the
following provisions of this §2A(1)(b) and §3A, Employee shall be paid by
Versant a bonus with respect to the 2007 Fiscal Year as follows:


 


(i)    Promptly following the close of each fiscal quarter of
Versant during the 2007 Fiscal Year (other  than the fourth fiscal
quarter of the 2007 Fiscal Year) in which Versant has Bonusable Net Income,
Employee will be paid an amount (a “Bonus Advance”)
equal to three percent (3%) of Versant’s Bonusable Net Income (if any) for such
fiscal quarter, with such payment to be paid in Euros based on then-current
Euro/ U.S. Dollar exchange rates.


 


(ii)   Following the close of the 2007 Fiscal Year, Employee will
be entitled to be paid a bonus in an amount equal to six percent (6%) of
Versant’s Bonusable Net Income for the 2007 Fiscal Year, minus all Bonus
Advances previously paid to Employee under §2A(1)(b)(i).  Such bonus will be paid promptly after the
first public announcement of Versant’s audited statement of operations for its
2007 Fiscal Year and will be paid in Euros based on then-current Euro/ U.S.
Dollar exchange rates.


 


(iii)  If the sum of Employee’s Bonus Advances paid
pursuant to §2A(1)(b)(i) above exceed six percent (6%) of Versant’s
Bonusable Net Income for the 2007 Fiscal Year, then (A) no further payment
will be made to Employee under the bonus program for the 2007 Fiscal Year
described in this §2A(1)(b) and (B) Employee will retain all Bonus
Advances previously paid to him under this §2A(1)(b)(i).


 


(c)      Future Bonus Program(s).  For so long as Employee continues to serve as
Versant’s Chief Executive Officer during the Term of this Agreement, for each
fiscal year of Versant beginning after the 2007 Fiscal Year and occurring
during the Term of this Agreement, the Versant Board and/or the Compensation
Committee of the Versant Board (“Versant 


 


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Compensation
Committee”) shall
adopt a contingent bonus program for Employee on such terms and conditions as
the Versant Board and/or the Versant Compensation Committee shall determine in
its sole discretion.


 


(d)      Effect of Termination.  If Employee ceases to be employed as Versant’s
Chief Executive Officer, then the effect of such termination on Employee’s
rights to be paid under the bonus program for the 2007 Fiscal Year under §2A(1)(b) or
under any bonus program described in §2A(1)(c) shall be governed by the applicable
provisions of §3A below


 


(2)   Stock Option Provisions.


 


(a)      Stock Option Grant.
Upon signing of this Agreement, pursuant to Versant’s 2005 Equity Incentive
Plan, as it may be amended (the “Plan”),
Versant shall grant Employee a nonqualified option to purchase up to Twenty
Thousand (20,000) shares of Versant’s Common Stock (as constituted on the
Effective Date) in accordance with the terms of the Plan and Versant’s
then-current standard employee stock option grant agreement, at an exercise
price per share equal to the closing price of Versant’s Common Stock on the
date of grant, as provided in the Plan. 
The right to purchase shares under such option will vest and become
exercisable over a three (3) year period from the date the option is
granted on Versant’s standard employee stock option vesting terms which are as
follows: for so long as Employee continues to be employed by or provide other
services to Versant (or any Subsidiary or Parent of Versant as those terms are
defined in the Plan):  (i) the right
to purchase 25% of the shares subject to the option will vest and become
exercisable nine (9) months after the date the option is granted; and (ii) thereafter
the option will vest and become exercisable with respect to 1/27 of the
remaining 75% of the shares each month for a period of 27 months; provided that the vesting of such
option is subject to potential acceleration as provided in §3A(2).


 


(b)      Consideration of Potential
Future Stock Option Grants. 
For so long as Employee
continues to serve as Versant’s Chief Executive Officer, on an annual basis for
each fiscal year of Versant after the 2007 Fiscal Year that occurs during the
Term of this Agreement, the Versant Board and/or the Versant Compensation
Committee shall review and consider the appropriateness of granting Employee an
additional option to purchase shares of Versant Common Stock in such amounts
and on such terms and conditions as the Versant Board and/or the Versant
Compensation Committee shall determine in its sole discretion; provided  however,
that nothing herein shall obligate Versant, the Versant Board or the Versant
Compensation Committee to grant Employee (i) any additional options to
purchase shares of Versant’s stock or other securities of Versant or (ii) or
any award of stock or other securities.


 


§ 3A Termination.


 


(1)   Right of Termination.  Employee’s
employment by Versant is “at will” and can be terminated by either Employee or
Versant at any time with or without Cause (as defined in §3A(3) below); except  that Employee will
give Versant at least three (3) months’ advance written notice of his
voluntary termination or resignation (other than a termination or resignation
due to Employee’s serious physical illness or disability).  In the event that Employee gives Versant such
advance written notice of his voluntary termination as provided in the
preceding sentence, (i) Versant shall have the right, at its sole option
and discretion, to require that Employee immediately (or at any later time
during the three (3) month notice period) cease reporting for work and
terminate his employment with Versant and (ii) such termination shall not
be deemed to be an involuntary termination of Employee’s employment by Versant
without Cause.


 


(2)   Termination without Cause.  If during the Term
of this Agreement Employee’s employment as Chief Executive Officer of Versant
is involuntarily terminated by Versant without Cause (as defined in §3A(2)(c) below)
(other than due to Employee’s death or disability) and without Employee’s
consent or agreement, then:


 


(a)      Effect on Options.  The vesting of Employee’s right to exercise
all Employee’s then outstanding options to purchase shares of Versant stock (“Versant Options”) will then
accelerate by twelve (12) months of vesting based on the then-effective vesting
schedules of such Versant Options (i.e. such Versant Options will become vested
and exercisable to the same extent that (but for this paragraph) they would
have been vested and exercisable by their terms on the date that is (12) months
after Employee’s involuntary termination by Versant without Cause (the “Vesting Extension Date”) if Employee
had been 


 


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continuously
employed by Versant at all times through and including the Vesting Extension
Date.  Except as expressly provided in
this §3A(2), nothing herein will alter or modify the terms of any Versant
Options held by Employee.


 


(b)      Effect on Bonus Programs.  Employee shall not be entitled to be paid any
bonus under any bonus program established by Versant for Employee pursuant to
this Agreement except and only to the extent that (i) such bonus had
already been fully earned by Employee under the terms of the applicable bonus
program as of the date of Employee’s termination without Cause and (ii) such
bonus had not previously been paid to Employee.


 


(c)      “Cause” Defined.  As used in Part A of this Agreement, the
term “Cause” shall mean the involuntary
termination of Employee because of:  (a) any
willful, material violation by Employee of any law or regulation applicable to
the business of Versant or its subsidiaries or affiliates or any other
misconduct by Employee which is materially injurious to Versant or any of its
subsidiaries or affiliates; (b) Employee’s conviction for, or guilty plea
to, a felony or a crime involving serious moral turpitude; (c) Employee’s
commission of an act of personal dishonesty or fraud; (d) the continued
failure or refusal of Employee, after warning from the Versant Board or a
committee thereof, (i) to follow the lawful directions of the Versant
Board or a committee thereof or the policies of Versant or any of its
subsidiaries or affiliates or (ii) to perform Employee’s material duties
as an employee or officer of Versant or a subsidiary or affiliate of Versant;
or (e) Employee’s wilful, material breach of his Invention Assignment and
Confidentiality Agreement (as defined in §4A below) or any similar agreement
with Versant or with any Versant affiliate or subsidiary that is not
susceptible to cure or that is not cured within ten (10) days after
Employee is given notice of such breach by Versant.  In addition, as used in Part A of this
Agreement, the term “Cause” shall include the involuntary termination of
Managing Director’s employment with Versant Germany for Cause (as defined in
§5B(3)) pursuant to §5B(3) below.


 


(3)   Termination for Cause.  If, during the Term
of this Agreement, Employee’s employment with Versant is involuntarily
terminated by Versant for Cause (as defined in §3A(2) above) then:


 


(a) there
shall be no acceleration of vesting of any of Employee’s Versant Options; and


 


(b) Employee
shall not be entitled to be paid any bonus under any bonus program established
by Versant for Employee pursuant to this Agreement except and only to the
extent that (i) such bonus had already been fully earned by Employee under
the terms of the applicable bonus program as of the date of Employee’s
termination for Cause, and (ii) such bonus had not previously been paid to
Employee.


 


(4)   Termination due to Death or Disability. If during the Term of this Agreement Employee’s
employment with Versant terminates due to Employee’s death or disability, then:


 


(a) there
shall be no acceleration of vesting of any of Employee’s Versant Options; and


 


(b)      Employee not be entitled to be paid any
bonus under any bonus program established by Versant for Employee pursuant to
this Agreement except and only to the extent that (i) such bonus had
already been fully earned by Employee under the terms of the applicable bonus
program as of the date of Employee’s termination due to Employee’s death or
disability, and (ii) such bonus had not previously been paid to Employee.


 


(5)   No Severance.  Upon termination of
Employee’s employment with Versant for any reason (whether such termination is
a voluntary termination by Employee, an involuntary termination for Cause, an
involuntary termination without Cause or a termination due to Employee’s
illness, disability or death), Employee will not be entitled to any severance
payment or any salary continuation from Versant.  Nothing in this §3A(5) is intended to
alter or affect the provisions of §5B(2) of this Agreement.


 


(6)   Future Employment Terms.  If Employee is
still employed as Chief Executive Officer and/or President of Versant (or is
otherwise employed by Versant) at the expiration of the Term of this Agreement,
then (unless and except to the extent that Versant and Employee have otherwise
agreed in writing):  (a) Employee
shall be an at-will employee of Versant solely for the compensation Versant
then agrees to pay Employee; (b) Employee’s employment with Versant may be
terminated by Versant or by Employee at any time with or without Cause.


 


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§ 4A Intellectual Property / Confidentiality.


 


Employee will enter into,
and shall continue to be bound and obligated by, Versant’s Employee Invention
Assignment and Confidentiality Agreement, a copy of which is attached hereto as
Annex 1  (the “Invention Assignment and Confidentiality Agreement”)


 


PART B:


Managing Director Service Contract with Versant Germany


 


During the Term of this
Agreement (as defined in Part C), Managing Director’s employment as the
Managing Director of Versant Germany shall be subject to and governed by the
provisions of this Part B and, as applicable, Part C of this Agreement:


 


§ 1B Termination of Previous Contract of Service.


 


(1)   Versant Germany and Managing Director agree that, upon
expiry of the day immediately preceding the Effective Date of this Agreement,
the Managing Director’s “Contract of Service” as of March 18, 2004,
together with Exhibit 1 thereto and all further additional agreements
related thereto, shall automatically terminate, Managing Director shall have no
further rights thereunder and the conditions of employment of the Managing
Director as Managing Director of Versant Germany shall be governed solely and
exclusively by the provisions of Part B and Part C of this Agreement.


 


§ 2B Position and
Tasks.


 


(1)   Subject to the terms and conditions of this Agreement,
Versant Germany hereby employs Managing Director, and Managing Director hereby
accepts employment, as Versant Germany’s Managing Director.  The Managing Director of Versant Germany is
responsible for the European operations of Versant and its subsidiaries. At the
discretion of the shareholder assembly of Versant Germany the Managing Director
may be asked to hold additional management positions inside the Versant group
without additional compensation (other than the position of Chief Executive
Officer and President of Versant, which shall be compensated for as provided in
Part A of this Agreement).


 


(2)   The Managing Director shall conduct the business of Versant
Germany conscientiously with the care of a proper businessman and shall
exercise in a responsible manner the duties assigned to him by the law,
articles of incorporation, contract and where necessary general codes of
practice and rules of procedure. In particular he shall also obey the
basic principles of Versant Germany’s business plan.


 


(3)   The Managing Director’s main activity comprises the
responsible management and supervision of Versant Germany (including the
initiation, co-ordination and execution of all procedures).


 


(4)   The Managing Director may not appoint any additional
Managing Directors of Versant Germany. 
Additional Managing Directors of Versant Germany may be appointed only
with the prior approval of Versant (given with the approval of the Versant
Board) as the sole shareholder of Versant Germany (the “Shareholder”).


 


§ 3B Shareholder Resolutions.


 


(1)   The Managing Director is bound by the resolutions of the
Shareholder adopted at a Shareholders’ Meeting. In particular, actions taken by
the Shareholder at a Shareholders’ Meeting can define general guidelines
regarding the conduct of business transactions. 
Moreover through the Shareholders’ Meeting the Shareholder can issue
binding rules of procedure defining the demarcation of the areas of
activity of the Managing Director.


 


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(2)   Subject to further instructions provided by the Shareholder
at a Shareholders’ Meeting, the Managing Director shall require the prior
approval of Shareholder at a Shareholders’ Meeting for all activities going
above and beyond Versant Germany’s ordinary scope of business activities.


 


(3)   Consent of the Shareholder can already be granted in
advance, including for individual groups of transactions.  Specific inclusion of a particular matter in
the annual budget for Versant Germany approved by the Shareholder shall count
as the shareholder’s consent to such matter, unless a reservation was attached
to its adoption in this respect.


 


(4)   All consents and approvals of the Shareholder described in
this § 3B mean such consents and approvals of the Shareholder as are approved
by the Versant Board.


 


§ 4B Power of Representation.


 


(1)   The Managing Director represents Versant Germany (alongside
the other Managing Directors, if any are appointed by the Shareholder) legally
and extrajudicially in accordance with the conditions of his appointment and
Versant Germany’s articles of association.


 


(2)   The Managing Director shall obey the restrictions imposed on
him by this Agreement, Versant Germany’s articles of association, the law, an
instruction or a resolution by the Shareholder approved or adopted at any
Shareholders’ Meeting.


 


§ 5B Termination.


 


(1)   Right of Termination.  Managing Director’s
service and employment as Managing Director can be terminated without Cause (as
defined in §5B(3) below) by either Versant Germany or Managing Director at
the end of each calendar month by giving three (3) months’ advance written
notice of such termination (such three (3) month period, the “Notice Period”).  In the event that Versant Germany or Managing
Director gives such advance written notice of termination as provided in the
preceding sentence, Versant Germany shall have the right, at its sole option
and discretion, to require that Managing Director immediately (or at any later
time during the Notice Period) cease reporting for work and terminate his
services as Managing Director, provided  that : (i) Versant Germany
continues to pay Managing Director his then-current Base Salary (as defined in
§ 6B(1) below) in instalments in accordance with Versant Germany’s regular
payroll practices during the three (3) month Notice Period and (ii) if
such notice of termination is given by Versant Germany, nothing in this §5B(1) is
intended to alter Managing Director’s rights under § 5B(2) below).  For the avoidance of doubt, the parties
acknowledge and agree that if Managing Director gives Versant Germany such
notice of termination, then Managing Director’s termination shall not be deemed
to be an involuntary termination of Managing Director by Versant Germany
without Cause within the meaning of this Agreement.


 


(2)   Termination without Cause; Severance.  Subject
to the provisions of this §5B(2), in case of an involuntary termination of
Managing Director by Versant Germany according to §5B(1) above without
Cause (as defined in §5B(3) below) prior to the expiration of the Term of
this Agreement, Managing Director will be entitled to receive a severance
payment (the “Severance Payment”) which is
equivalent to the sum of:  (i) the
amount of Managing Director’s base salary paid to him by Versant Germany as
provided in §6B(1) below in Versant’s three most recent fiscal quarters
ended preceding the date of such termination; plus (b) an amount
equal to all Bonus Advances or other bonus payments paid to Managing Director
by Versant pursuant to §2A(1) of Part A above in the three most
recent fiscal quarters (i.e. Versant’s reporting fiscal quarters) ended
preceding the date of such termination. 
The Severance Payment will be due and payable in six (6) equal
monthly instalments, with the first such payment being due one (1) month
after the date of Managing Director’s termination without Cause.  Notwithstanding the foregoing, Managing
Director will not be entitled to receive any part of the Severance Payment
unless and until Managing Director has first executed and delivered to Versant
Germany a written general release of claims in customary form releasing
Versant, Versant Germany and all their respective subsidiaries, affiliates,
officers, directors and personnel from any and all claims or causes of action
that Managing Director may have or hold.


 


(3)   Termination for Cause.  Versant Germany’s
right to terminate Managing Director for Cause and/or to give extraordinary and
immediate notice of termination of Managing Director for Cause remains
unaffected by the terms of this Agreement. 
As 


 


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used in this
§5B, the term “Cause” shall mean and
include: (i) all the grounds and meanings of Cause as defined in §3A(2)(c) of
Part A above (as if such definition referred to “Versant Germany” in each
place it refers to “Versant”)); (ii) the involuntary termination of
Employee’s employment with Versant for Cause (as defined in §3A(2)(c) of Part A
above) pursuant to §3A(3) above; (iii) Managing Director’s death or
disability; and (iv) any other grounds or circumstances constituting “cause”
under applicable German law.  Without
limiting the foregoing definition of “Cause”, “Cause” for termination exists in
particular if the Managing Director violates the provisions of this Agreement
or the restrictions concerning management that are imposed on him in the
internal relationship so that the continuation of the agreement would be
intolerable to Versant Germany because of such violation.  The extraordinary notice of termination of
Managing Director as Managing Director of Versant Germany for “Cause” must be
in writing to be effective.


 


(4)   Release of Duties on Full Pay.   Versant Germany
shall be entitled, at its sole option and in its discretion, to release
Managing Director from further activities for Versant Germany on full Base
Salary (as defined below) paid on regular payroll period, as provided herein
for the entire remaining duration of the Term of this Agreement, especially in
case of a recall from his position as Managing Director.  In the event that Versant Germany elects to
so release Managing Director from further activities for Versant Germany on
full Base Salary as provided herein, Versant Germany will so notify Managing
Director in writing.  Such a release of
duties shall not be considered to be a termination of Managing Director without
Cause and shall not obligate Versant Germany to make any Severance Payment
pursuant to §5B(2).


 


(5)   Shareholder’s Right of Termination.  The
Managing Director’s appointment as Managing Director of Versant Germany can be
revoked at any time by the Shareholder at any Shareholders’ Meeting, notwithstanding
any rights of Managing Director to compensation pursuant to this Agreement.


 


(6)   Non-Competition Covenant.  As partial
consideration for Versant Germany’s agreements hereunder, for a period of one (1) year
after the date of (i) a voluntary termination by Managing Director of his
employment with Versant Germany, (ii) a termination of Managing Director’s
employment with Versant Germany without Cause, (iii) a termination of
Managing Directors’ employment with Versant Germany for Cause or (iv) any
other termination of Managing Director’s employment with Versant Germany (such
one (1) year period being hereinafter referred to as the “Non-Competition Period”), Managing
Director shall not, directly or indirectly, engage in any Competitive
Activities (as defined below) with, or for the direct or indirect benefit of,
any of the object-oriented database companies or businesses listed in Part A
of Annex 2 attached hereto (“Part A  Competitors”)
or any of their affiliates or successors-in-interest; provided
further, that in addition to the
foregoing covenant, Managing Director also agrees that, for so long during the
Non-Competition Period as Versant Germany continues (at its sole option and
discretion) to pay Managing Director a monthly payment (in addition to any
Severance Payment that may become payable to Managing Director hereunder) equal
to fifty percent (50%) of Managing Director’s monthly base salary in effect on
the date of termination of his employment, Managing Director shall not,
directly or indirectly, engage in any Competitive Activities (as defined below)
with, or for the direct or indirect benefit of, any of the companies or
businesses listed in Part B of Annex 2
attached hereto (“Part B
Competitors”) or any of their
affiliates or successors-in-interest (it being acknowledged that nothing herein
obligates Versant Germany to make any payment described in this proviso).  As used herein, the term “Competitive Activities” shall mean (i) providing
services, whether as an employee, officer, director, independent contractor,
freelancer, consultant, advisor to, or other service provider, whether such
services are rendered for any compensation or are provided free of charge, or (ii) or
investing or lending money to a third party. 
If the Managing Director breaches this obligation not to compete, then
Versant Germany shall be immediately released of all further obligation to pay
Managing Director any unpaid Severance Payment that would otherwise be payable
to Managing Director and, in addition, can claim a contractual fine for each
case of a breach in the amount of one (1) month of Managing Director’s
last Base Salary, in addition to seeking an injunction against such breach by
the Managing Director.  In case of a
permanent breach this fine is due again for each commenced month of a breach.
Any further claims, including claims for cease-and-desist and for damages,
shall not be affected hereby.  If any of
the provisions of this §5B(6) is held to be invalid, the remaining provisions
shall remain valid and shall be construed in a manner in which such provisions
are enforceable to the maximum extent permitted by applicable law.


 


(7)   Limits.  For the avoidance of doubt, the parties
acknowledge and agree that (except as otherwise expressly provided in
§5B(2) above regarding an involuntary termination by Versant Germany of
Managing Director without Cause), upon a termination of Managing Director for
Cause or upon any other termination of Managing Director, Managing Director
will not be entitled to 


 


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the Severance
Payment, any other salary continuation or any similar severance
compensation.  Nothing in this §5B(7) is
intended to alter or affect the provisions of §5B(1) or §5B(2) of
this Agreement.


 


(8)   Future Employment Terms.  If Managing
Director is still employed as Managing Director of Versant Germany at the
expiration of the Term of this Agreement, then (unless and except to the extent
that Versant Germany and Managing Director have otherwise agreed in
writing):  (a) Managing Director
shall be an at-will employee of Versant Germany solely for the compensation
Versant Germany then agrees to pay Managing Director; (b) Managing
Director’s service and  employment with
Versant Germany may be terminated by Versant Germany or by Managing Director at
any time with or without Cause.


 


§ 6B Compensation.


 


As his sole and exclusive
compensation for Managing Director’s services as Versant Germany’s Managing
Director, Managing Director will receive the following compensation from
Versant Germany, Managing Director shall receive the compensation and benefits
described in this §6B and in §§7B, 8B and 9B of this Part B:


 


(1)   Managing Director shall receive from Versant Germany an
annual fixed gross salary of EUR 216.000.-(“Base Salary”)
as compensation for his work for Versant Germany, which shall be payable in 12
equal installments of EUR 18.000. - gross (Monthly Gross Salary) less statutory
deductions at the end of each calendar month. If a contract year is shorter
than the calendar year, the compensation shall be paid pro rata temporis.


 


(2)   No employer’s pension commitment exists.


 


(3)   The compensation of Managing Director payable under this Part B
is the settlement for the entire activity by the Managing Director as Managing
Director of Versant Germany, in particular where necessary also that for
subsidiaries, part-owned or other companies of the Versant group (other  than
Versant itself as provided in Part A hereof) or on Sundays and public holidays.
Insofar as the Managing Director receives compensation for such activities
directly from the companies involved, these shall be off-set against the
compensation according to this agreement, except as expressly agreed otherwise.


 


§ 7B Other
Benefits.


 


(1)   Versant Germany will provide the Managing Director with a
company car with a monthly lease rate up to EUR 800,- net. An upgrading
shall be financed by the Managing Director. A downgrading shall be taken into
account as gross motor vehicle compensation in the monthly salary statement.
The Managing Director is entitled to use the company car for private purposes.
According to German tax regulations, as in force from time to time, the private
use is taxable as compensation in kind, which shall be taken into consideration
for the payroll. Otherwise, the motor vehicle guidelines of the Versant Germany
shall apply in their respectively applicable version. Upon termination of the
employment, the Managing Director shall return the company car immediately.


 


(2)   Versant Germany will reimburse the Managing Director for
proved travel expenses and other expenditure which became necessary in the
interest of the Versant Germany or its affiliates in accordance with guidelines
of Versant Germany or Versant in force from time to time and German tax regulations
in force from time to time.


 


(3)   The Managing Director is entitled to a life insurance
benefit with a monthly premium up to EUR 130, - net.


 


(4)   Versant Germany shall insure the Managing Director against
accident to the usual and appropriate amount.


 


§ 8B Vacation.


 


(1)   The Managing Director is entitled to an annual vacation of
28 working days.


 


(2)   The Managing Director shall agree with the other managing
directors (if any) on the time of his vacation reasonably in advance. This
shall also apply for the grant of extra vacation for exceptional circumstances
(e.g. death of close relatives).


 


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(3)   The vacation entitlement for each calendar year expires at
the latest on 31st March of the following calendar year. There is no compensation
for vacation days that are not taken.


 


§ 9B Sickness/Death/Accident.


 


(1)   The Managing Director shall promptly notify Versant Germany
and its parent Versant about sickness, if any, and, in case the sickness lasts
more than three days, submit a medical certificate attesting to his inability
to work and the probable length thereof.


 


(2)   In the event of temporary illness or other impediment for
which he is not to blame, the monthly Base Salary (§6B(1)) will continue to be
paid for a period ending on the earlier of (i) six (6) months or (ii) expiration
of the Term of this Agreement.


 


(3)   Any benefits from third parties, for example based on legal
liability claims or sickness insurances, shall be off-set against Versant
Germany’s obligations to pay the Managing Director hereunder to the extent
that, as a result of these benefits from third parties and Versant Germany’s performances,
the net earnings the Managing Director would have had according to §6B(1) if
he had not been unable to work, are exceeded.


 


(4)   If the Managing Director dies while employed as Managing
Director and during the Term of this agreement, then, if applicable, his widow
and his legitimate children (provided that the latter have not yet completed
the 25th year of their life and are still in professional training),
shall as joint creditors be entitled to the continuation of the monthly Base
Salary (§ 6B(1)) for the month of death and for the six (6) following
months and the provisions of §9B(3) above will apply accordingly to such
payments.


 


§ 10B Duties and
Secondary Activities.


 


(1)   Except for Managing Director’s duties as an officer of
Versant as provided in Part A hereof, Managing Director shall put his
entire working efforts and their results as well as the whole of his experience
and knowledge at the sole disposal of Versant Germany. The working hours are
governed by the duties arising and amount to at least 40 hours per week.


 


(2)   Every other employment of Managing Director aimed at earning
income requires the prior written consent of Versant Germany’s shareholder(s) given
at a Shareholders’ Meeting.  The Managing
Director undertakes an obligation to give Versant and Versant Germany advance
written notice of every secondary employment that may actually or possibly
require permission. Under no circumstance shall the Managing Director engage
himself in Competitive Activities (as defined in §5B(6) above) for any
enterprise that (i) is primarily engaged in database management or (ii) is
primarily engaged in any other areas that Versant Germany or any of its parent
or affiliated companies has derived more than fifteen percent (15%) of its
gross revenue within the prior 12 month period.


 


(3)   The written consent of the Shareholder at a Shareholders’
Meeting is also required in order for Managing Director to undertake honorary offices
that cause a not inconsiderable expenditure of work, as well as for
appointments to a supervisory board, association committee or similar
institution. The same also applies to a scientific, authorship, consultancy or
similar activity.


 


(4)   The Shareholders’ Meeting is permitted to refuse or, as is
possible at any time, revoke its consent to a notified secondary activity only
if the secondary activity involved, in itself or in conjunction with other
secondary activities, gives reason to fear an impairment of the Managing
Director’s activity for Versant Germany or Versant Germany’s other needs or
involves any Competitive Activities.


 


(5)   On the termination of this service relationship and/or at
the time release is given in the case of premature release, the Managing
Director shall, in response to a resolution by the Shareholders’ Meeting, give
up all appointments he undertook and/or carried out on the basis of his
activity or in relation to his activity in Versant Germany.


 


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§ 11B
Confidentiality/Return of Documents.


 


(1)   Managing Director acknowledges
and agrees that he shall be bound and obligated by his Invention Assignment and
Confidentiality Agreement (as defined in §4A) with Versant, which shall survive
any termination of Managing Director’s employment or services to Versant
Germany as Managing Director or otherwise. 
Accordingly the following obligations of Managing Director in this §11B
and in §12B below shall be in addition to (and not in lieu of) Managing
Director’s’ duties and obligations under the Invention Assignment and
Confidentiality Agreement.  In the event of any conflict or inconsistency between the terms of
Managing Director’s Invention Assignment and Confidentiality Agreement with
Versant and the following provisions of this §11B and of §12B below, such terms
shall be construed to provide Versant, Versant Germany and their respective
subsidiaries and affiliates the maximum possible rights and protections:


 


(2)   The Managing Director shall, during the period of employment
with Versant Germany or at any time thereafter, strictly keep confidential any
confidential information concerning the business, contractual arrangements,
deals, transactions or particular affairs of Versant Germany or its affiliates,
and will not utilise any such information for his own benefit or for the
benefit of others.


 


(3)   Publications and lectures concerning the scope of business
of Versant Germany or its affiliates shall require the prior consent of the
shareholder(s) of Versant Germany at a Shareholders’ Meeting. They
constitute intellectual property of Versant Germany or its affiliates.


 


(4)   During his employment, upon request of Versant Germany,
without request at the latest upon his resignation from Versant Germany and/or
at the time release is given in the case of release at an earlier time, the
Managing Director shall return to Versant Germany all files and other documents
concerning the business of Versant Germany and its affiliates in his possession
or open to his access, specifically all designs, customer and price lists,
printed material, documents, sketches, notes, drafts - as well as copies
thereof – regardless whether or not the same were originally furnished by
Versant Germany or by its affiliates. The Managing Director is not entitled to
exercise any right of retention or possession with respect to any of such
items.


 


§ 12B Copyright
and Other Intellectual Property Rights, Inventions.


 


(1)   It is acknowledged and agreed by Versant Germany and
Managing Director that, except as expressly provided below in §12B(2), the
Invention
Assignment and Confidentiality Agreement between Managing Director and Versant
shall apply to and exclusively govern the assignment of any inventions, trade
secrets and intellectual property rights or other similar property Managing
Director to Versant during his employment with Versant Germany or Versant.


 


(2)   To the extent that any assignment by Managing Director to
Versant of any invention, trade secret, intellectual property right or other
similar property pursuant to the Invention Assignment and Confidentiality
Agreement is not permitted or is restricted or limited under German law or is otherwise
not covered or accomplished by the Invention Assignment and Confidentiality
Agreement, the Managing Director hereby assigns to Versant Germany the
exclusive right of use and exploitation, unrestricted in time, territory and
content, of all work output which is capable of copyright protection or of
protection under trademark, registered design and/or utility model or any other
intellectual property rights, which the Managing Director produces during the
period of his employment, during his working hours or outside of his working
hours, insofar as they relate to his service duties under this agreement. The assignment
of the use and exploitation rights includes the authorisation to further
revision and to the issue of licenses to third parties and is fully compensated
for by the Base Salary set out in §6B(1) of this Agreement. The Managing
Director expressly waives all other rights due to him as holder of copyright or
other intellectual property rights in the work output, in particular the right
to be named or to access to the work.


 


§ 13B Place of Fulfilment.


 


(1)   Solely for purposes of Managing Director’s employment by
Versant Germany under the provisions of this Part B, the place of
fulfilment shall be the registered office of Versant Germany.


 


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PART C:


Term; Miscellaneous
Terms


 


§ 1C Term of Agreement.


 


As used herein, the “Term” of
this Agreement shall be that time period beginning on the Effective Date and
ending on earlier to occur of:


 


a)     the close of business on the last day of Versant’s fiscal
year ending in calendar 2009 (which, based on Versant’s current fiscal year,
would be October 31, 2009); or


 


b)    the first date after the Effective Date on which Witte is
not employed by Versant as Versant’s Chief Executive Officer or by Versant
Germany as Versant Germany’s Managing Director.


 


§ 2C Amendments.


 


Amendments to and revisions of this agreement including this
clause must be in writing to be effective. It shall not be possible for the
contracting parties to cite an actual exercise deviating from the Agreement for
as long as such deviation has not been recorded in writing.


 


§ 3C Other Provisions.


 


1)     All declarations of intent by the Managing Director that
affect this Agreement shall be addressed to the Shareholders’ Meeting. All of
the rights reserved to the Shareholders’ Meeting in this Agreement can be exercised
by an advisory board, if any.


 


2)     If individual provisions of this Agreement should be or
become invalid, this shall not affect the legal validity of the other
provisions of this Agreement. The invalid provision shall be replaced by the
legally admissible provision which comes closest to the economic intent of the
invalid provision. The same applies in the event of any gaps in this Agreement.


 


3)     Part A of this Agreement and all provisions hereof
relating to Employee’s service or employment by Versant shall be governed by
the internal laws of the State of California, USA (“Part A
Governing Law”).  Part B
of this Agreement and all provisions thereof relating to Managing Director’s
service or employment by Versant Germany shall be governed by German law (“Part B Governing Law”).  The provisions of Part C shall be
governed by (i) Part A Governing Law to the extent such provisions of
Part C are apply or relate to Part A hereof; and (ii)  Part B
Governing Law to the extent such provisions of Part C are apply or relate
to Part B hereof;


 


4)     This Agreement may be executed in counterpart signature
pages.


 


[The remainder of this Page has intentionally been left blank]


 


[Signature Page to Follow]


 


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In Witness Whereof, the undersigned parties have executed
and delivered this Joint Employment Agreement and Managing Director Service
Contract effective as of the Effective Date.


 


VERSANT
CORPORATION (“Versant”)


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
						



 


VERSANT
GMBH (“Versant Germany”)


 


represented by its shareholder Versant Corporation


represented in turn by its Chief Financial Officer, Jerry Wong


 


 


 


	
  (Date, place)

  
	
   

  
	
   

  
	
  By:

  



(Versant Corporation, by Jerry Wong its Chief Financial Officer)


 


 


EMPLOYEE
/ MANAGING DIRECTOR


 


 


 


	
  (Date, place)

  
	
   

  
	
   

  
	
   

  



(Jochen Witte)


 


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