Exhibit
10.01


 


FIRST
AMENDMENT


 


THIS FIRST AMENDMENT (the “Amendment”)
is made and entered into as of September 3, 2009, by and between CA-SHOREBREEZE LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and VERSANT CORPORATION, a
California corporation (“Tenant”).


 


RECITALS


 


A.            Landlord and Tenant are
parties to that certain lease dated March 23, 2007 (the “Lease”).  Pursuant to
the Lease, Landlord has leased to Tenant space currently containing
approximately 6,758 rentable square feet (the “Premises”) described as Suite 450 on the fourth floor
of the building commonly known as Shorebreeze II located at 255 Shoreline
Drive, Redwood City, California (the “Building”).


 


B.            The Lease will
expire by its terms on May 31, 2010 (the “Prior
Termination Date”), and the parties wish to extend the term of the
Lease on the following terms and conditions.


 


NOW,
THEREFORE, in
consideration of the above recitals which by this reference are incorporated
herein, the mutual covenants and conditions contained herein and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Landlord and Tenant agree as follows:


 


1.             Extension.  Although
the term of the Lease is scheduled to expire on the Prior Termination Date, the
parties wish to recalculate the Base Rent as of October 1, 2009 (the “Reset Date”). In addition, the term of the Lease is hereby
extended until May 31, 2013 (the “Extended Termination Date”).  The portion of the term of the Lease
commencing on the Reset Date and ending on the Extended Termination Date shall
be referred to herein as the “Extended Term”.


 


2.             Base Rent.  Notwithstanding
anything to the contrary in Lease, effective as of the Reset Date through the
Extended Term, the schedule of Base Rent shall be as follows:


 


	
  Period
  of Extended

  Term

  	
   

  	
  Annual
  Rate Per Square

  Foot

  	
   

  	
  Monthly
  Base Rent

  	
   

  
	
  10/1/09 – 5/31/10

  	
   

  	
  $

  	
  30.00

  	
   

  	
  $

  	
  16,895.00

  	
   

  
	
  6/1/10 – 5/31/11

  	
   

  	
  $

  	
  28.80

  	
   

  	
  $

  	
  16,219.20

  	
   

  
	
  6/1/11 – 5/31/12

  	
   

  	
  $

  	
  29.66

  	
   

  	
  $

  	
  16,703.52

  	
   

  
	
  6/1/12 – 5/31/13

  	
   

  	
  $

  	
  30.55

  	
   

  	
  $

  	
  17,204.74

  	
   

  



 


Notwithstanding
the foregoing, so long as no Default exists, Tenant shall be entitled to an
abatement of Base Rent, in the amount of $16,219.20 per month, for three (3) consecutive
full calendar months beginning on June 1, 2010.


 


All such Base Rent
shall be payable by Tenant in accordance with the terms of the Lease, as
amended.


 


3.             Additional
Security Deposit.  No
additional Security Deposit shall be required in connection with this
Amendment.


 


4.             Expenses
and Taxes.  Notwithstanding any provision in the Lease to
the contrary, with respect to that period of time commencing on January 1,
2010 and ending on the Extended Termination Date, the Base Year for Expenses
and Taxes shall be 2010.  With respect to
the Extended Term, Tenant shall pay for Tenant’s Pro Rata Share of Expenses and
Taxes in accordance with the terms of the Lease (as amended hereby).


 


5.             Improvements to Premises.


 


5.1.          Condition of Premises.  Tenant is in
possession of the Premises and accepts the same “as is” without any agreements,
representations, understandings or obligations 


 


September 5, 2009


Matter ID Number:  733


 


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on the part of Landlord
to perform or pay for any alterations, repairs or improvements, except as may
be expressly provided otherwise in this Amendment.


 


5.2.          Responsibility for Improvements to Premises.  Any improvements to the Premises performed by
Tenant shall be paid for by Tenant and performed in accordance with the terms
of the Lease.


 


6.             Other Pertinent
Provisions.  Landlord and Tenant agree that, effective as
of the date of this Amendment (unless different effective date(s) is/are
specifically referenced in this Section), the Lease shall be amended in the
following additional respects:


 


6.1.          Landlord’s
Notice Address.  The Landlord’s Notice Address set forth in Section 1.12
of the Lease is hereby deleted in its entirety and replaced with the following:


 


LANDLORD’S
NOTICE ADDRESS:


 


	
  CA-Shorebreeze Limited Partnership

  c/o Equity Office

  2655 Campus Drive,
  Suite 100

  San Mateo, California 94403

  Attention: Building manager

  	
   

  	
  with a copy to:

  CA-Shorebreeze Limited Partnership

  c/o Equity Office

  2655 Campus Drive,
  Suite 100

  San Mateo, California 94403

  Attention: Managing Counsel



  with a copy to:

  CA-Shorebreeze Limited Partnership

  c/o Equity Office

  Two North Riverside
  Plaza, Suite 2100

  Chicago, Illinois 60606

  Attention: Lease Administration

  



 


Notwithstanding
anything to the contrary contained in the Lease, as amended hereby, Rent shall
be made payable to the entity, and sent to the address, Landlord designates and
shall be made by good and sufficient check or by other means acceptable to
Landlord.


 


6.2.          Deletion.  Section 1 (Renewal Option) of Exhibit F
to the Lease is hereby deleted in its entirety and is of no further force or
effect.


 


6.3.          Second Extension Option.


 


A.            Grant of Option; Conditions.  Tenant shall have the right (the “Second Extension Option”) to extend the Extended Term for
one additional period of one (1) year commencing on the day following the
Extended Termination Date  and ending on
the first anniversary of the Extended Termination Date (the “Second Extension Term”), if:


 


1.             Not less than 9
and not more than 12 full calendar months before the Extended Termination Date,
Tenant delivers written notice to Landlord (for purposes hereof, the “Extension Notice”) electing to exercise the Second Extension
Option and stating Tenant’s estimate of the Prevailing Market (defined in Section 6.3.E
below) rate for the Second Extension Term;


 


2.             Tenant is not
in default under the Lease, as amended, beyond any applicable cure period when
Tenant delivers the Extension Notice;


 


3.             No part of the
Premises is sublet (other than to pursuant to a Business Transfer)  when Tenant delivers the Extension Notice; and


 


4.             The Lease, as
amended, has not been assigned (other than to pursuant to a Business Transfer)  before Tenant delivers the Extension Notice.


 


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B.            Terms Applicable to Second Extension Term.


 


1.             During the
Second Extension Term, (a) the Base Rent rate per rentable square foot
shall be equal to the Prevailing Market rate per rentable square foot; (b) Base Rent shall increase, if at all, in
accordance with the increases assumed in the determination of Prevailing Market
rate; and (c) Base Rent shall be payable in monthly installments in
accordance with the terms and conditions of the Lease, as amended.


 


2.             During the
Second Extension Term Tenant shall pay Tenant’s Pro Rata Share of Expenses and
Taxes for the Premises in accordance with the Lease, as amended.


 


C.            Procedure for Determining Prevailing Market.  Within 30 days after
receiving the Extension Notice, Landlord shall give Tenant either (i) written
notice (for purposes hereof, the “Landlord’s
Binding  Notice”)
accepting Tenant’s estimate of the Prevailing Market rate for the Second
Extension Term stated in the Extension Notice, or (ii) written notice (for
purposes hereof, the “Landlord’s Rejection
Notice”) rejecting such estimate and stating Landlord’s estimate of
the Prevailing Market rate for the Second Extension Term.  If Landlord gives Tenant a Landlord’s
Rejection Notice, Tenant, within 15 days thereafter, shall give Landlord
either (i) written notice (for purposes hereof, the “Tenant’s Binding  Notice”) accepting Landlord’s estimate of the Prevailing
Market rate for the Second Extension Term stated in such Landlord’s Rejection
Notice, or (ii) written notice (for purposes hereof, the “Tenant’s Rejection Notice”) rejecting such estimate.  If Tenant gives Landlord a Tenant’s Rejection
Notice, Landlord and Tenant shall work together in good faith to agree in
writing upon the Prevailing Market rate for the Second Extension Term.  If, within 30 days after delivery of a
Tenant’s Rejection Notice, the parties fail to agree in writing upon the
Prevailing Market rate, Tenant’s Second Extension Option shall be of no further
force or effect.


 


D.            Extension Amendment.  If Tenant is entitled to and properly
exercises its Second Extension Option, and if the Prevailing Market rate for
the Second Extension Term is determined in accordance with Section 6.3.C
above, Landlord, within a reasonable time thereafter, shall prepare and deliver
to Tenant an amendment (for purposes hereof, the “Extension
Amendment”) reflecting changes in the Base Rent, the term of the
Lease, the expiration date of the Lease, and other appropriate terms, and
Tenant shall execute and return the Extension Amendment to Landlord within
15 days after receiving it. Notwithstanding the foregoing, upon
determination of the Prevailing Market rate for the Second Extension Term in
accordance with Section 6.3.C above, an otherwise valid exercise of
the Second Extension Option shall be fully effective whether or not the
Extension Amendment is executed.


 


E.             Definition of
Prevailing Market. For purposes of this Second
Extension Option, “Prevailing Market”
shall mean the arms-length, fair-market, annual rental rate per rentable square
foot under extension and renewal leases and amendments entered into on or about
the date on which the Prevailing Market is being determined hereunder for space
comparable to the Premises in the Building and office buildings comparable to
the Building in the Redwood City, California area.  The determination of Prevailing Market shall
take into account any material economic differences between the terms of the
Lease, as amended, and any comparison lease or amendment, such as rent
abatements, construction costs and other concessions, and the manner, if any,
in which the landlord under any such lease is reimbursed for operating expenses
and taxes.  The determination of
Prevailing Market shall also take into consideration any 


 


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reasonably anticipated changes in the Prevailing
Market rate from the time such Prevailing Market rate is being determined and
the time such Prevailing Market rate will become effective under the Lease, as
amended.


 


7.             Other Provisions.


 


7.1.          Liability Insurance.  Clause (a) of the first sentence of
Section 14 of the Lease is hereby amended by replacing the amount “$2,000,000.00”
set forth therein with the amount “$3,000,000.00.”


 


7.2.          Waiver of Subrogation.  Each party waives, and shall cause its
insurance carrier to waive, any right of recovery against the other party, any
of its (direct or indirect) owners, or any of their respective beneficiaries,
trustees, officers, directors, employees or agents for any loss of or damage to
property which loss or damage is (or, if the insurance required under the Lease
had been carried, would have been) covered by insurance.  For purposes of this Section only, (a) any
deductible with respect to a party’s insurance shall be deemed covered by, and
recoverable by such party under, valid and collectable policies of insurance;
and (b) any contractor retained by Landlord to install, maintain or
monitor a fire or security alarm for the Building shall be deemed an agent of
Landlord.


 


7.3.          Compliance with Law.  Without limiting Tenant’s obligations under
the Lease, if, as a result of Tenant’s performance of any Alteration, Landlord
becomes required under Law to perform any inspection or give any notice
relating to the Premises or such Alteration, or to ensure that such alteration
is performed in any particular manner, Tenant shall comply with such
requirement on Landlord’s behalf and promptly thereafter provide Landlord with
reasonable documentation of such compliance.


 


7.4.          Base Year Expenses.  Notwithstanding any contrary provision of the
Lease, Expenses for the Base Year shall exclude (a) any market-wide cost
increases resulting from extraordinary circumstances, including Force Majeure,
boycotts, strikes, conservation surcharges, embargoes or shortages, and (b) at
Landlord’s option, the cost of any repair or replacement that Landlord
reasonably expects will not recur on an annual or more frequent basis.


 


7.5.          Application.  Notwithstanding any contrary provision
hereof, Sections 7.1 through 7.4 above shall not apply to any period
occurring before the Extension Date.


 


8.             Miscellaneous.


 


8.1.          This Amendment and the attached exhibits, which are
hereby incorporated into and made a part of this Amendment, set forth the
entire agreement between the parties with respect to the matters set forth
herein.  There have been no additional
oral or written representations or agreements. 
Under no circumstances shall Tenant be entitled to any free rent,
improvement allowance, leasehold improvements, or other work to the Premises,
or any similar economic incentives that may have been provided Tenant in
connection with entering into the Lease, unless specifically set forth in this
Amendment.


 


8.2.          Except as herein modified or amended, the
provisions, conditions and terms of the Lease shall remain unchanged and in
full force and effect.


 


8.3.          In the case of any inconsistency between the
provisions of the Lease and this Amendment, the provisions of this Amendment
shall govern and control.


 


8.4.          Submission of this Amendment by Landlord is not an
offer to enter into this Amendment but rather is a solicitation for such an
offer by Tenant.  Landlord shall not be
bound by this Amendment until Landlord has executed and delivered it to Tenant.


 


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8.5.          The capitalized terms used in this Amendment shall
have the same definitions as set forth in the Lease to the extent that such
capitalized terms are defined therein and not redefined in this Amendment.


 


8.6.          Tenant agrees to indemnify and hold Landlord, its
trustees, members, principals, beneficiaries, partners, officers, directors,
employees, mortgagee(s) and agents, and the respective principals and
members of any such agents harmless from all claims of any brokers (other than Sherry
Gubera of Cornish and Carey) claiming to have represented Tenant in connection
with this Amendment.  Landlord agrees to
indemnify and hold Tenant, its trustees, members, principals, beneficiaries,
partners, officers, directors, employees, and agents, and the respective
principals and members of any such agents harmless from all claims of any
brokers claiming to have represented Landlord in connection with this
Amendment.  Any assistance rendered by
any agent or employee of any affiliate of Landlord in connection with this
Amendment or any subsequent amendment or modification hereto has been or will
be made as an accommodation to Tenant solely in furtherance of consummating the
transaction on behalf of Landlord, and not as agent for Tenant.


 


8.7.          Each signatory of this Amendment represents hereby
that he or she has the authority to execute and deliver it on behalf of the
party hereto for which such signatory is acting.


 


[SIGNATURES ARE ON FOLLOWING PAGE]


 


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IN WITNESS WHEREOF, Landlord and Tenant have
duly executed this Amendment as of the day and year first above written.


 


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  CA-SHOREBREEZE
  LIMITED PARTNERSHIP, a Delaware limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  EOP Owner GP L.L.C., a
  Delaware limited liability company, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kenneth Young

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kenneth Young

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President - Leasing

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  VERSANT
  CORPORATION, a California corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jerry Wong

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Jerry Wong

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Greene

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Robert Greene

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  V.P. Operations

  
					



 


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