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  EXHIBIT 10.01    
    


VERSANT CORPORATION

2005 EQUITY INCENTIVE PLAN 


As
Adopted June 1, 2005 and as Amended through April 12, 2007 



        1.    PURPOSE;
EFFECTIVE DATE.    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. This Plan will become effective on the first date (the "Effective Date") on which it has
been both (a) adopted by the Board and (b) approved by the shareholders of the Company. 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 (the "Reserved Shares") will be the sum of (a) the Available Prior Plan Shares (as defined below) plus
(b) any and all Forfeited Prior Plan Shares (as defined below); provided, that the number of Reserved Shares shall not exceed an aggregate of 655,685 Shares,
as constituted at the opening of business on the Effective Date. The "Available Prior Plan Shares" means the number of shares of the Company's Common
Stock reserved for issuance
under the Company's 1996 Equity Incentive Plan, as amended (the "Prior Plan") on the Effective Date that, on the Effective Date, are
not (i) issued and outstanding as a result of the grant or exercise of awards granted under the Prior Plan or (ii) subject to stock options or other awards
granted under the Prior Plan that are then outstanding. "Forfeited Prior Plan Shares" means (i) shares of Common Stock issued under the Prior
Plan that are outstanding on the Effective Date and are thereafter repurchased by the Company at their original issuance price pursuant to the terms of the Prior Plan and/or agreements entered
pursuant thereto and (ii) the shares of Common Stock that, on the Effective Date, are subject to any then outstanding stock option granted under the Prior Plan and which thereafter cease to be
subject to such stock option for any reason other than its exercise. The Available Prior Plan Shares and all Forfeited Prior Plan Shares will no longer be available for grant and issuance under the
Prior Plan but will be available for grant and issuance under this Plan. Subject to Sections 2.2 and 18, (x) Shares that are subject to issuance upon exercise of an Option granted under
this Plan but that cease to be subject to such Option for any reason other than exercise of such Option, (y) Shares that are subject to any Award granted under this Plan but are forfeited or
are repurchased by the Company at their original issue price or (z) Shares that are subject to an Award granted under this Plan that otherwise terminates without Shares being issued, will again
be available for grant and issuance in connection with future Awards 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. No more than ten million (10,000,000) Shares may be
issued under this Plan pursuant to the exercise of ISOs. 


        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 maximum number of Reserved Shares set forth in Section 2.1 above, (c) and the maximum number of Shares that may be issued under this
Plan pursuant to the exercise of ISOs as set forth in Section 2.1 above, (d) the Exercise Prices of and number of Shares subject to outstanding Options, (e) the number of Shares
subject to other outstanding Awards and (f) the numbers of Shares referenced in Section 3 below, will each 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 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.    ISOs
(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, independent contractors and advisors render bona fide services not in connection with
the 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.    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 requirements of SEC Rule 16b-3 (or other rules of the SEC) for the exemption of awards from the application of Section 16(b) of
the Exchange Act. 


        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 










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; Vesting.    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. Notwithstanding the foregoing:
(a) no Option will be exercisable after the expiration of ten (10) years from the date the Option is granted; (b) 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; and (c) in no event shall an Option that is granted to an
employee who is a non-exempt employee for purposes of overtime pay under the Fair Labor Standards Act of 1938 be exercisable earlier than six (6) months after its date of grant. 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; provided that (subject to earlier termination of the Option) each Option granted to a non-officer employee shall vest at the rate of no less than twenty percent (20%)
of the total number of Shares originally subject to such Option (as such number may be adjusted pursuant to Section 2) per year over the five (5) year period beginning on the date such Option
is granted, subject to such person's continued employment with the Company or Parent or Subsidiary. Unless the Committee provides otherwise, the vesting of an Option granted under this Plan may be
suspended during any leave of absence as may be set forth in any Company policy. 


        5.4    Exercise
Price.    The Exercise Price of an Option will be determined by the Committee when the Option is granted and will not be
less than 100% of the Fair Market Value of the Shares on the date of grant (110% in the case of any ISO granted to a Ten Percent Shareholder). 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 after the
Termination Date 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. 








        (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 after the Termination Date 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 Parent or
Subsidiary, neither such Participant, such 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 such 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 the determination described in this subsection, the Board shall give
the Participant an opportunity to present evidence to the Board. 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 such Participant's 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 only if and to the extent that such Repricing is permitted under the terms of Section 15 of this
Plan; 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. 


        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
Participant. If such Participant 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 of such Restricted Stock 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 100% of the Fair Market Value of the Shares on the date the Restricted Stock Award is granted. 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 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 such Stock Bonus is earned as of the date of Termination in accordance
with the terms of the applicable Performance Stock Bonus Agreement, unless the Committee will determine otherwise. 


        8.    PAYMENT
FOR SHARE PURCHASES.    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
waiver of compensation due or accrued to the Participant for services rendered; 


        (d)   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 



        (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 




        (e)   by
any combination of the foregoing. 


        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, a payment in satisfaction of an Award is to be made in cash, each 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. 


        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,
except as required by applicable law 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 any Award granted to such Participant will be exercisable only by such Participant, and any elections with respect
to any such Award, may be made only by such 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, for any Participant who is a non-officer employee immediately prior to such Participant's Termination, 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). 


        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 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. 


        15.    REPRICING
PROHIBITED WITHOUT SHAREHOLDER APPROVAL.    A Repricing (as that term is defined in Section 23 of this Plan) is
prohibited without prior shareholder approval. Subject to compliance with the provisions of the immediately preceding sentence regarding a Repricing, the Committee may, at any time or from time to
time: (a) 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 or
(b) 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. The exercise of the authority provided in this Section 15 is circumscribed to the extent necessary to avoid the inadvertent application of the interest and additional
tax provisions of Section 409A of the Code. 


        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 or consolidation in which the Company is the surviving corporation but the Company's shareholders immediately prior to the consummation of the
merger or consolidation (other than any shareholder that merges or consolidates, or controls another corporation that merges or consolidates, with the Company in such merger or consolidation) own less
than 50% of the surviving corporation immediately after such merger or consolidation, or (d) the sale of substantially all of the assets of the 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 then outstanding Shares held by any Participant, substantially similar shares or other property subject to repurchase restrictions no less favorable
to such 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.    SHAREHOLDER
APPROVAL.    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 pursuant to such increase will be
canceled, any Shares issued pursuant to any such Award will be canceled, and any purchase of Shares pursuant to such increase 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. 



        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, the California
Department of Corporations, or (if the Company is subject to the Exchange Act or Section 16(b) of the Exchange Act) pursuant to the Exchange Act or SEC 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, a California 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. 


        "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 or the Nasdaq SmallCap Market, then its closing price on such market on the date of determination as
reported in The Wall Street Journal; 


        (b)   if
such Common Stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of determination on the principal national
securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street Journal; or 


        (c)   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. 


        "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 Corporation 2005 Equity Incentive Plan, as amended from time to time. 


        "Repricing" means any of the following or any other action that has the same purpose and effect: (a) lowering the exercise price of
an outstanding Option granted under this Plan after it is granted; (b) any other action affecting an outstanding Award granted under this Plan that is treated as a repricing under United States
generally accepted accounting principles; (c) canceling an outstanding Award granted under this Plan at a time when its exercise or purchase price exceeds the then fair market value of the
stock underlying such outstanding Award, in exchange for another Award or a cash payment, unless the cancellation and exchange occurs in connection with a merger, consolidation, sale of substantially
all the Company's assets, acquisition, spin-off or other similar corporate transaction. 


        "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, independent contractor, 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 a 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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EXHIBIT 10.01