Exhibit 10.03


 


Joint


Employment Agreement


and


Managing Director Service Contract


 


Effective as of September 9,
2009 (the “Effective Date”)


 


Between


 


Versant Corporation,


a California corporation


with offices at 255 Shoreline Drive, Suite #
450, Redwood City, California, 94065 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 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 and an employee 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


 


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:


 


§ 1A:      Employment; Duties.  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, Employee 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.


 


§ 2A:      Compensation.  As his sole and exclusive compensation for Employee’s services as
Versant’s Chief Executive Officer and President, Employee will, subject to the
terms of this Agreement, receive the following compensation from Versant:


 


(1)   Bonus Program.


 


(a)   Existing
Fiscal 2009 Bonus Program.  The parties acknowledge that, as of the
Effective Date of this Agreement, Employee is currently participating in a
Versant bonus program for Versant’s fiscal year ending October 31, 2009 (“Fiscal 2009”), the terms and
conditions of which are summarized on Versant’s Report on Form 8-K dated December 17,
2008 and filed with the U.S. Securities and Exchange Commission (the “FY 2009 Bonus Program”).  Versant and Employee agree that, for services
provided by Employee to Versant in Fiscal 2009, Employee will participate in
the FY 2009 Bonus Program in accordance with, and subject to, the existing
terms and conditions of the FY 2009 Bonus Program, and also subject to the
terms of this Agreement.


 


(b)   Subsequent Bonus Programs After Fiscal 2009.  For so long as Employee continues to serve as
Versant’s Chief Executive Officer and this Agreement is in effect, for each
fiscal year of Versant beginning after Fiscal 2009, the Versant Board and/or
the Compensation Committee of the Versant Board (“Versant
Compensation Committee”) shall adopt a contingent incentive
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; provided that the total Target Bonus for each such contingent
incentive bonus program for each fiscal year of Versant beginning after Fiscal
2009 shall be not less than US$240,000. 
As used herein, the term “Target Bonus”
shall mean (with reference to each such contingent incentive bonus program),
the total cash payment that would be payable to Employee under the terms of
such contingent incentive bonus program upon the successful achievement of each
of the outcomes, results or other metrics that are designated as the 


 


2

















 


“target” outcomes, results or other metrics under such contingent
incentive bonus program by the Versant Compensation Committee.


 


(c)   Effect of Termination.  If Employee ceases to be employed as Versant’s
Chief Executive Officer for any reason, then the effect of such termination on
Employee’s rights to be paid  under (i) the
FY 2009 Bonus Program or (ii) under any subsequent Versant bonus program
described in §2A(1)(b) shall each be governed by the applicable provisions
of §3A below.


 


(2)   Potential Future Stock
Option Grants.  For so long as Employee
continues to serve as Versant’s Chief Executive Officer and this Agreement is
in effect, on an annual basis for each fiscal year of Versant beginning after
Fiscal 2009 during which Employee is Versant’s Chief Executive Officer, 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 (a “Versant Stock Option”)
in such amounts and on such terms and conditions (including without limitation
vesting terms and conditions) as the Versant Board and/or the Versant
Compensation Committee shall determine in its sole discretion; except  that
the vesting of any such Versant Stock Option will be subject to potential
acceleration as provided in §3A(2)(a)(ii) or §3A(4) below; provided  however,
that nothing herein shall obligate Versant, the Versant Board or the Versant
Compensation Committee to grant Employee (i) any additional Versant Stock
Option or any other option to purchase shares of Versant’s stock or other
securities of Versant or its affiliates or (ii) or any award of stock or
other securities of Versant or any company in the Versant group of companies.


 


§ 3A:      Employment At Will; Effect of Termination.


 


(1)   Right of Termination; At Will Employment.  Employee’s employment by Versant is and shall
be “at will” and can be terminated by either Employee or by Versant at any time
with or without Cause (as defined in Part C below) in accordance with the
provisions of §1C.


 


(2)   Effects of a Termination Without Cause.  If Employee’s employment as Chief Executive
Officer of Versant is involuntarily terminated by Versant (or by a successor to
Versant) in a Termination Without Cause (as defined in Part C below) then,
the following provisions of this §3A(2) shall apply:


 


(a)   Effect of Termination Without Cause on Employee’s Stock Options.


 


(i)            Generally  Upon a Termination Without Cause 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) such Versant Options would have been vested and exercisable by
their terms on the date that is (12) months after Employee’s Termination
Without Cause (the “Vesting Extension Date”)
if Employee had been continuously employed by Versant at all times through and
including the Vesting Extension Date; provided  however, that notwithstanding the foregoing,
Employee will not be entitled to such acceleration of the vesting of Employee’s
Versant Stock Options 


 


3

















 


unless
Employee has first executed and delivered to Versant the Release (as that term
is defined in §4B(2)).  For purposes of this Section 3(A)(2)(a)(i)
the Release is required to be executed and delivered by Employee to Versant not
later than sixty (60) days following Employee’s Termination Without Cause and
Versant will provide the Release to Employee on a timely basis consistent with
this provision to enable Employee to so execute and deliver the Release.


 


(ii)           Special Vesting
Acceleration Provisions.  Notwithstanding the provisions of §3A(2)(a)(i) above,
if Employee’s Termination Without Cause occurs within the twelve (12) month
period immediately following the consummation of the first Change of Control
(as defined in §1C) occurring after the Effective Date of this Agreement, then
the vesting of all then outstanding and unvested Versant Stock Options or other
unvested equity awards of Versant held by Employee as of immediately prior to
the consummation of such Change of Control will accelerate in full so that such
Versant Stock Options or other unvested equity awards shall then become
exercisable in full; provided  however, that notwithstanding the foregoing,
Employee will not be entitled to such acceleration of the vesting of Employee’s
Versant Stock Options unless Employee has first executed and delivered to
Versant the Release (as that term is defined in §4B(2)).  For purposes of this Section 3A(2)(a)(ii) the
Release is required to be executed and delivered by Employee to Versant not
later than sixty (60) days following Employee’s Termination Without Cause and
Versant will provide the Release to Employee on a timely basis consistent with
this provision to enable Employee to so execute and deliver the Release.


 


(iii)          No Other Change.  Except as expressly provided in this §3A(2) or
in §3A(4), nothing herein will alter or modify the terms of any Versant Options
held by Employee.


 


(b)   Effect of Termination Without Cause on Bonus Programs.  Upon a Termination Without Cause, Employee
shall not be entitled to be paid any bonus or other payment under any bonus
program established by Versant for Employee pursuant to this Agreement or
otherwise except and only to the extent that (i) such bonus had already
been fully earned by Employee under the terms and conditions of the then
applicable bonus program as of the date of Employee’s Termination Without Cause
and (ii) such bonus had not previously been paid to Employee; provided  however, that
nothing in this §3A(2)(b) shall prevent Witte, in his capacity as Managing
Director, from being paid any severance payment required to be paid to him in
accordance with the terms of §4B(2) of this Agreement.


 


(c)   No Severance.  Employee will not be entitled to any
severance payment or any salary continuation or similar payment from Versant
upon a Termination Without Cause; provided  however,
that nothing in this §3A(2)(c) shall prevent Witte, in his capacity as
Managing Director, from being paid any severance payment required to be paid to
him in accordance with the terms of §4B(2) of this Agreement.


 


(d)   No Other Compensation.  Except as otherwise expressly provided in
this §3A(2), Versant shall have no other obligation to pay or provide Employee
with any other payment, compensation or benefit of any kind due to a
Termination Without Cause; provided  however,
that nothing in this §3(A)(2)(d) shall prevent Witte, in his capacity as
Managing Director, from being paid any severance payment required to be paid in
accordance with the terms of §4B(2) of this Agreement or affect the terms
of §8B.


 


(3)   Effects of Termination Other Than
a Termination Without Cause.  If Employee’s employment with Versant is terminated
for any reason other than a Termination Without Cause (including without
limitation if Employee’s employment is (i) terminated in a Termination for
Cause (as defined in Part C), (ii) terminated due to Employee’s
death, (iii) terminated in a Voluntary Termination (as defined in Part C)
or (iv) terminated in a Termination for Good Reason (as defined in Part C)),
then in such event:


 


4

















 


(a)   there shall be no
acceleration of vesting of any of Employee’s Versant Options (except to
the extent otherwise expressly provided below in §3A(4) with respect to a
Qualified Termination for Good Reason in the circumstances expressly described
in §3A(4));


 


(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 and conditions
of the applicable bonus program as of the date of Employee’s termination, and (ii) such
bonus had not previously been paid to Employee; and


 


(c)   Employee will not be
entitled to any severance payment or any salary continuation from Versant or
any other payment, compensation or benefit of any kind; provided
however, that nothing in this §3(A)(3)(c) is intended to
conflict with §8B of this Agreement.


 


(4)           Option Vesting Acceleration Upon
Qualified Termination for Good Reason.  Notwithstanding the provisions of §3A(3) above,
if within the twelve (12) month period immediately following the consummation
of the first Change of Control occurring after the Effective Date of this
Agreement, Employee terminates Employee’s employment with Versant in a
Termination for Good Reason, then the vesting of all then outstanding and
unvested Versant Stock Options or other unvested equity awards granted by
Versant to Employee prior to the consummation of such Change of Control shall
accelerate in full so that such Versant Stock Options or other unvested equity
awards shall then become exercisable in full; provided
however, that notwithstanding the foregoing,
Employee will not be entitled to such acceleration of the vesting of Employee’s
Versant Stock Options unless Employee has first executed and delivered to
Versant a written general release of claims in customary form acceptable to
Versant and Versant Germany 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.  For purposes of this Section 3A(4)
such release is required to be executed and delivered by Employee to Versant
not later than sixty (60) days following Employee’s Termination for Good Reason
and Versant will provide the release to Employee on a timely basis consistent
with this provision to enable Employee to so execute and deliver the Release.  Except as expressly provided in this §3A(4) or in
§3A(2), nothing herein will alter or modify the terms of any Versant Options
held by Employee.


 


(5)   No Severance.  Upon
termination of Employee’s employment with Versant for any reason (whether such
termination is a Termination Without Cause, a Termination for Cause, a
Voluntary Termination, a Termination for Good Reason or a termination due to
Employee’s death), Employee will not be entitled to any severance payment or
any salary continuation or similar payment from Versant or any other payment or
compensation of any kind whatsoever. 
However, nothing in this §3A(5) is intended to alter or affect the
provisions of §4B(2) or §8B of this Agreement.


 


§ 4A:      Intellectual Property /
Confidentiality.  Employee has previously entered
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


 


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:


 


5

















 


§ 1B:      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, Versant Germany’s articles of association, contract
and where necessary general codes of practice and rules of procedure. In
particular, Managing Director shall also obey the basic principles of Versant
Germany’s business plan.


 


(3)   The Managing Director’s main
activity as the Managing Director of Versant Germany 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”).


 


§ 2B:      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.


 


(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 §2B mean such consents and approvals of
the Shareholder as are approved by the Versant Board.


 


6

















 


§ 3B:      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.


 


§ 4B:      Termination;
Effect of Termination


 


(1)   Right of Termination.  Managing Director’s service and employment as
Managing Director can be terminated with or without Cause as provided in §1C.


 


(2)   Effect of Termination Without
Cause; Severance.  Subject to the provisions of this §4B(2), in
case of a Termination Without Cause of Managing Director by Versant Germany and
Versant, Managing Director will be entitled to receive a cash severance payment
(the “Severance Payment”) which shall be
equal to the sum of:


 


(a)   the amount of Managing
Director’s then effective annual Base Salary from Versant Germany as provided
in (and defined in) §5B(1) below (for clarification, as of the Effective
Date the amount of such Base Salary is EUR 216.000 - gross); plus


 


(b)   an amount equal to all
payments that were actually paid by Versant to Managing Director (in his
capacity as an employee of Versant) pursuant to a contingent incentive bonus
program as provided in §2A(1) of Part A above during the four (4) successive
completed fiscal quarters of Versant (i.e. Versant’s reporting fiscal quarters)
ended immediately preceding the date of such Termination Without Cause; provided, that if the payments paid
by Versant to Witte pursuant to the contingent incentive bonus program referred
to above in this subparagraph (b) were paid in United States Dollars (the
amount of such payments, the “US Dollar-Denominated
Amount”), then the amount of the Severance Payment described in
this paragraph (b) shall be paid in an amount of Euros determined by converting
the US Dollar-Denominated Amount into Euros at 
the US Dollar/Euro exchange rate in effect on the effective date of the
Termination Without Cause.


 


The Severance Payment will be due and payable to Managing Director in a
single lump sum payment that will be due and payable to Managing Director
within one (1) month after the date of the Termination Without Cause of
Managing Director.  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 and Versant Germany a written general release of claims in customary
form acceptable to Versant and Versant Germany 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 (the “Release”).  The Release is required to be executed and
delivered by Managing Director to Versant and Versant Germany not later than
sixty (60) days following the Termination Without Cause of Managing Director
and Versant or Versant Germany will provide the release to Managing Director on
a timely basis consistent with this provision to enable Managing Director to so
execute and deliver the Release.  Except
for the Severance Payment and except as otherwise expressly provided in Part B
of this Agreement, Versant Germany shall have no other obligation to pay or
provide Managing Director 


 


7

















 


with any other payment or compensation of any kind, or to otherwise
provide Managing Director with any benefit, due to a Termination Without Cause;
provided  however, that
nothing in this §4B(2) is intended to conflict with the provisions of §3A(2) of
this Agreement.


 


If Managing Director is terminated in a Termination Without Cause and
the Severance Payment is payable, then the Severance Payment shall be
considered to include sufficient compensation and consideration for Witte’s
covenants and obligations under §4B(5) (Non Competition Covenant).


 


(3)   Effect of  Termination Other Than a Termination Without Cause.  For the avoidance of doubt, the parties
acknowledge and agree that, if Managing Director’s employment with Versant
Germany is terminated (i) upon a Termination for Cause (as defined in Part C),
(ii) as a result of a Voluntary Termination (as defined in Part C), (iii) as
a result of a Termination for Good Reason (as defined in Part C), (iii) due
to Managing Director’s death, or for any reason other than a Termination
Without Cause, then such termination shall not be a Termination Without
Cause and in such event Managing Director will not be entitled to the Severance
Payment, any other severance or similar payment of any kind or any salary
continuation from Versant or any other payment, compensation or benefit of any
kind whatsoever except as may be otherwise expressly provided in §8(B)).


 


(4)   Shareholder’s Right of
Revocation.  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.


 


(5)   Non-Competition Covenant.  Subject to the following provisions of this
§4B(5), for a period of one (1) year after the date of (i) a
Voluntary Termination or Termination for Good Reason by Managing Director of
his employment with Versant Germany, (ii) a Termination Without Cause, (iii) a
Termination for Cause or (iv) any other termination of Witte’s employment
with Versant and Versant Germany other than due to Witte’s death (such one (1) year
period being hereinafter referred to as the “Non-Competition
Period”), Witte 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 Annex 2
attached hereto or any of their affiliates or successors-in-interest.  In consideration of the foregoing covenant,
if Witte’s employment is terminated by Versant and Versant Germany other
than in a Termination Without Cause, then during the Non-Competition
Period Versant Germany shall pay to Witte a monthly payment equal to fifty
percent (50%)  of Managing Director’s monthly
Base Salary (as defined in §5B below) in effect on the date of termination of
his employment (such payment hereinafter referred to as the “Special Non-Competition  Compensation”); but if Witte’s employment is terminated
in a Termination Without Cause, then Witte shall not be entitled to receive any
Special Non-Competition Compensation and the Severance Payment payable to Witte
as a result of such Termination Without Cause under §4B(2) shall include
the consideration for Witte’s obligations and covenants under this §4B(5).  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 


 


8

















 


charge, or (ii) or investing or lending money to a third
party.  Versant and Versant Germany may
waive this Non-Competition Covenant at any time, in which case Managing
Director’s right to receive Non-Competition Compensation will cease to exist
and terminate three (3) months after receipt of the waiver from Versant
and Versant Germany.  If Managing
Director breaches this obligation not to compete, then Versant and Versant
Germany shall be immediately released of all further obligation to pay Managing
Director any unpaid Non-Competition Compensation 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
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.


 


§ 5B:      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 §5B and in §§6B,
7B and 8B of this Part B:


 


(1)   Managing Director shall
receive from Versant Germany an annual fixed gross salary at the annual rate of
EUR 216.000. - gross (“Base Salary”)
as compensation for his work for Versant Germany, which shall be payable in 12
equal instalments 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.


 


§ 6B:      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.


 


9

















 


(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.


 


§ 7B:      Vacation.


 


(1)   The Managing Director is
entitled to an annual vacation of twenty-eight (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).


 


(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.


 


§ 8B:      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 (§5B(1)) will continue to be paid for a period ending on the earlier of (i) six
(6) months or (ii) termination of Managing Director’s employment.


 


(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 §5B(1) if he had not been unable to
work, are exceeded.


 


(4)   If the Managing Director
dies while employed as Managing Director 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 (§5B(1)) for the month of death and for
the six (6) following months and the provisions of §8B(3) above will
apply accordingly to such payments.


 


10
















 


§ 9B:      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 during the term of his employment
engage himself in any Competitive Activities (as defined in §4B(5) 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 five percent (5%)
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.


 


§
10B:  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 §10B and in §11B 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
§10B and of §11B below, such terms 


 


11

















 


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.


 


§
11B:  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 §11B(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 §5B(1) of this Agreement. The Managing Director expressly waives
all other rights 


 


12

















 


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.


 


§ 12B: 
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.


 


PART C:


Termination; Certain Defined Terms; Miscellaneous Terms


 


§1C:       Termination of Employment.


 


(1)   Employment.  This Agreement shall become effective when it
is signed by each of Versant, Versant Germany and Witte.  Witte’s employment with Versant and Versant
Germany under this Agreement shall thereafter continue in effect until Witte’s
employment with Versant and Versant Germany is terminated as provided in this
Agreement.


 


(2)   Termination Generally.  Subject to the terms of this Agreement, Witte’s
employment by Versant and Versant Germany is and shall be “at will” and this
Agreement and Witte’s employment by Versant and Versant Germany can be
terminated, at any time, with or without Cause, by either (i) Versant and
Versant Germany (only by both of them acting together) or (ii) Witte.


 


§2C:       Certain Definitions.  As used in this Agreement, the term:


 


(1)   affiliate”
means, with respect to any person or entity, any entity or organization
directly or indirectly controlling, controlled by, or under common control with
such person or entity.  For purposes of
this definition of “affiliate”, the terms “controlling,” “controlled by,” or “under
common control with” shall mean the possession, directly or indirectly, of (i) the
power to direct or cause the direction of the management and policies of a
person or entity, whether through the ownership of voting securities, by
contract, or otherwise, or (ii) the power to elect or appoint at least 50%
of the directors, managers, general partners, or persons exercising similar
authority with respect to such person or entity.


 


(2)   “Cause”
shall mean:  (a) any willful,
material violation by Witte of any law or regulation applicable to the business
of Versant or its subsidiaries or affiliates or any other misconduct by Witte
which is materially injurious to Versant or any of its subsidiaries or
affiliates; (b) Witte’s conviction for, or guilty plea to, a felony or a
crime involving serious moral turpitude; (c) Witte’s commission of an act
of personal dishonesty or fraud; (d) the continued failure or refusal of
Witte, 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 Witte’s material duties as an employee or officer of Versant or a
subsidiary or affiliate of Versant (including Versant Germany); (e) 


 


13

















 


Witte’s willful, material breach of his Invention Assignment and
Confidentiality Agreement (as defined in §4A above) or any similar agreement
with Versant or with Versant Germany or 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; (f) Witte’s
serious illness of more than six (6) months’ duration or disability; (g) a
Voluntary Termination or any Termination for Good Reason by Witte of his
employment with either Versant or Versant Germany, but not with both; and (h) any
other grounds or circumstances constituting “important cause” (“wichtiger Grund”)
under applicable German law.


 


(3)   “Change of
Control” means the occurrence of any of the following
events:  (i) the consummation of a
merger or consolidation of Versant with or into any corporation or other
entity, other  than a merger or consolidation which would result
in the voting securities of Versant outstanding immediately prior to the
consummation of such merger or consolidation continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity of such merger or consolidation or of such surviving entity’s
parent) more than fifty percent (50%) of the total voting power represented by
the voting securities of Versant or of such surviving entity or its parent that
are outstanding immediately after such merger or consolidation; (ii) the
sale or other disposition of all or substantially all of Versant’s assets; or (iii) any
“person” (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended) becoming the “beneficial owner”
(as defined in Rule 13d-3 under said Act), directly or indirectly, of
securities of Versant possessing fifty percent (50%) or more of the total
voting power represented by all Versant’s then outstanding voting securities.


 


(4)   “Qualified
Termination for Good Reason” means a Termination for Good Reason
that occurs within the twelve (12) month period immediately following the
consummation of the first Change of Control (as defined above) occurring after
the Effective Date of this Agreement.


 


(5)   “Termination
for Cause” means an involuntary termination by Versant and
Versant Germany of this Agreement and Witte’s employment with Versant and
Versant Germany for Cause, where Versant and Versant Germany give Witte written
notice that such termination is a Termination for Cause.


 


(6)   “Termination
for Good Reason” means Witte’s resignation or other voluntary
termination by Witte of Witte’s employment with Versant and Versant Germany
with an effective date that is not later than sixty (60) days after the
occurrence of a Good Reason Event (as defined below) and which is documented by
Witte’s delivery to Versant within such sixty (60 day period, of written notice
of such resignation or termination identifying the Good Reason Event(s) (as
defined below) that are the basis for such resignation or termination and
stating that such resignation or termination is a “Termination for Good Reason”
due to such identified Good Reason Event(s) (such notice, a “Good Reason Notice”); provided that such a resignation or
voluntary termination by Witte shall be a “Termination for Good Reason” only if
Versant fails to cure the Good Reason Event(s) that are identified by
Witte in such Good Reason Notice within thirty (30) days after Versant’s
receipt of Witte’s Good Reason Notice.  “Good Reason Event” means the
occurrence of any of the following events without Witte’s express written
consent thereto:  (i) a material
reduction of Witte’s duties, position or responsibilities relative to Witte’s
duties, position or responsibilities with Versant in effect 


 


14

















 


immediately prior to such reduction, unless Witte is provided with
comparable duties, position and responsibilities; (ii) the reduction of
Witte’s then current Base Salary from Versant Germany or Witte’s target
incentive compensation  from Versant
and Versant Germany  by ten percent
(10%) or more (other  than in connection with a general decrease
in the base salary or target incentive compensation of other similarly situated
executives of Versant or Versant Germany); or (iii) the relocation of
Witte’s principal work location to a facility or a location that is more than
thirty (30) miles from Witte’s then-current principal work location and which
increases Witte’s commute from Witte’s residence by at least fifty (50)
miles.  For the avoidance of doubt,
neither a Termination for Cause, a Termination Without Cause, termination of
Employee’s employment due to Employee’s death, nor any Voluntary Termination
shall constitute a Termination for Good Reason or a Good Reason Event.


 


(7)   “Termination
Without Cause” means an involuntary termination by Versant and
Versant Germany of this Agreement and Witte’s employment with Versant and
Versant Germany without Cause (other than due to Witte’s illness, death or
disability) and without Witte’s consent or agreement.  For the avoidance of doubt, a Termination
Without Cause does not include (i) any Termination for Cause, (ii) any
Termination for Good Reason, (iii) any Voluntary Termination or (iv) any
termination of Witte’s employment due to Witte’s death, illness or disability.


 


(8)   “Voluntary
Termination” means any voluntary termination or resignation by
Witte of his employment with Versant or his employment with Versant Germany
(other than a termination or resignation due to Witte’s serious physical
illness or disability), other than a Termination for Good Reason.


 


§ 3C:      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.


 


§ 4C:      Other Provisions.


 


1)     Shareholders
Rights.  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)     Severability. 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)     Governing Law.  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 without
reference to any such laws regarding conflict of laws or choice of law (“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 


 


15

















 


German law without reference to any such laws regarding conflict of
laws or choice of 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)     Execution in
Counterparts.  This
Agreement may be executed in counterpart signature pages.


 


5)     Entire Agreement;
Prior Agreement Terminated.  Versant and Witte agree that, upon the
Effective Date of this Agreement: (a) the Joint Employment Agreement and
Managing Director Service Contract dated effective as of November 1, 2006
among Witte, Versant and Versant Germany (the Prior
Agreement”), shall automatically terminate and cease to have any
further force or effect and shall be entirely replaced and superseded by this
Agreement; (b) Witte shall have no further rights under the Prior
Agreement; and (c) the conditions of employment of Witte an officer and
employee of Versant and Versant Germany shall be governed solely and
exclusively by the provisions of this Agreement.


 


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


 


[Signature Page to Follow]


 


16

















 


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:

  	
  /s/ Jerry Wong

  	
   

  
	
   

  	
   

  	
   

  
	
  Name: 

  	
  Jerry Wong

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief Financial
  Officer

  	
   

  



 


 


VERSANT GMBH (“Versant Germany”)


 


represented by its shareholder Versant
Corporation


represented in turn by its Chief Financial
Officer, Jerry Wong


 


 


	
  September 9, 2009, Redwood City, California

  	
   

  
	
  (Date, place)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Jerry Wong

  	
   

  
	
  Versant Corporation, by Jerry Wong its Chief
  Financial Officer)

  	
   

  
			



 


 


EMPLOYEE / MANAGING DIRECTOR


 


 


	
  September 9, 2009, Hamburg, Germany

  	
   

  
	
  (Date, place)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Jochen
  Witte

  	
   

  
	
  (Jochen Witte)

  	
   

  



 


17

















 


ANNEX 1


 


INVENTION ASSIGNMENT AND
CONFIDENTIALITY AGREEMENT


 

















 


EMPLOYEE INVENTION ASSIGNMENT AND

CONFIDENTIALITY AGREEMENT


 


In consideration of, and as a condition of my
employment with VERSANT CORPORATION, a California corporation (the “Company”), I hereby
represent to, and agree with the Company as follows:


 


1.             Purpose of Agreement.  I understand that the Company is engaged in a
continuous program of research, development, production and marketing in
connection with its business and that it is critical for the Company to preserve
and protect its “Proprietary
Information” (as defined in Section 7 below), its rights in
“Inventions” (as defined in Section 2
below) and in all related intellectual property rights.  Accordingly, I am entering into this Employee
Invention Assignment and Confidentiality Agreement (this “Agreement”) as a
condition of my employment with the Company, whether or not I am expected to
create inventions of value for the Company.


 


2.             Disclosure of Inventions.  I will promptly disclose in confidence to the
Company all inventions, improvements, designs, original works of authorship,
formulas, processes, compositions of matter, computer software programs,
databases, mask works and trade secrets that I make or conceive or first reduce
to practice or create, either alone or jointly with others, during the period
of my employment, whether or not in the course of my employment, and whether or
not patentable, copyrightable or protectable as trade secrets (the “Inventions”).


 


3.             Work
for Hire; Assignment of Inventions.  I acknowledge and agree that any
copyrightable works prepared by me within the scope of my employment are “works
for hire” under the Copyright Act and that the Company will be considered the
author and owner of such copyrightable works. 
I agree that all Inventions that (i) are developed using equipment,
supplies, facilities or trade secrets of the Company, (ii) result from
work performed by me for the Company, or (iii) relate to the Company’s
business or actual or demonstrably anticipated research and development (the “Assigned Inventions”),
will be the sole and exclusive property of the Company.  I agree to assign, and do hereby assign, the
Assigned Inventions to the Company.  Attached hereto as Exhibit A is a
list describing all inventions, original works of authorship, developments and
trade secrets which were made by me prior to the date of this Agreement, which
belong to me and which are not assigned to the Company (“Prior Inventions”).  If no such list is attached, I agree that it
is because no such Prior Inventions exist.  I
acknowledge and agree that if I use any of my Prior Inventions in the scope of
my employment, or include them in any product or service of the Company, I
hereby grant to the Company a perpetual, irrevocable, nonexclusive, world-wide,
royalty-free license to use, disclose, make, sell, copy, distribute, modify and
create works based on, perform or display such Prior Inventions and to
sublicense third parties with the same rights.


 


4.             Labor Code Section 2870
Notice.  I have been notified and understand that the
provisions of Sections 3 and 5 of this Agreement do not apply to any
Assigned Invention that qualifies fully under the provisions of Section 2870
of the California Labor Code, which states as follows:


 


ANY PROVISION IN AN EMPLOYMENT
AGREEMENT WHICH PROVIDES THAT AN EMPLOYEE SHALL ASSIGN, OR OFFER TO ASSIGN, ANY
OF HIS OR HER RIGHTS IN AN INVENTION TO HIS OR HER EMPLOYER SHALL NOT APPLY TO
AN INVENTION THAT THE EMPLOYEE DEVELOPED ENTIRELY ON HIS OR HER OWN TIME
WITHOUT USING THE EMPLOYER’S EQUIPMENT, SUPPLIES, FACILITIES, OR TRADE SECRET
INFORMATION 


 

















 


EXCEPT FOR THOSE INVENTIONS
THAT EITHER:  (1) RELATE AT THE TIME
OF CONCEPTION OR REDUCTION TO PRACTICE OF THE INVENTION TO THE EMPLOYER’S
BUSINESS, OR ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT OF THE
EMPLOYER; OR (2) RESULT FROM ANY WORK PERFORMED BY THE EMPLOYEE FOR THE
EMPLOYER.  TO THE EXTENT A PROVISION IN
AN EMPLOYMENT AGREEMENT PURPORTS TO REQUIRE AN EMPLOYEE TO ASSIGN AN INVENTION
OTHERWISE EXCLUDED FROM BEING REQUIRED TO BE ASSIGNED UNDER CALIFORNIA LABOR
CODE SECTION 2870(a), THE PROVISION IS AGAINST THE PUBLIC POLICY OF THIS
STATE AND IS UNENFORCEABLE.


 


5.             Assignment of Other Rights.  In addition to the foregoing assignment of
Assigned Inventions to the Company, I agree to assign, and do hereby
irrevocably transfer and assign, to the Company:  (i) all worldwide patents, patent
applications, copyrights, mask works, trade secrets and other intellectual
property rights, including but not limited to rights in databases, in any
Assigned Inventions, along with any registrations of or applications to
register such rights; and (ii) any and all “Moral Rights” (as defined
below) that I may have in or with respect to any Assigned Inventions.  I also hereby forever waive and agree never
to assert any and all Moral Rights I may have in or with respect to any
Assigned Inventions, even after termination of my work on behalf of the
Company.  “Moral Rights”
mean any rights to claim authorship of or credit on an Assigned Inventions, to
object to or prevent the modification or destruction of any Assigned Inventions
or Prior Inventions licensed to Company
under Section 3, or to withdraw from circulation or control the
publication or distribution of any Assigned Inventions or Prior Inventions licensed to Company under Section 3, and
any similar right, existing under judicial or statutory law of any country or
subdivision thereof in the world, or under any treaty, regardless of whether or
not such right is denominated or generally referred to as a “moral right.”


 


6.             Assistance.  I agree to assist the Company in every proper
way to obtain for the Company and enforce patents, copyrights, mask work
rights, trade secret rights and other legal protections for the Company’s
Assigned Inventions in any and all countries. 
I will execute any documents that the Company may reasonably request for
use in obtaining or enforcing such patents, copyrights, mask work rights, trade
secrets and other legal protections.  My
obligations under this paragraph will continue beyond the termination of my
employment with the Company, provided that the Company will compensate me at a
reasonable rate after such termination for time or expenses actually spent by
me at the Company’s request on such assistance. 
I appoint the Secretary of the Company as my attorney-in-fact to execute
documents on my behalf for this purpose.


 


7.             Proprietary Information.  I understand that my employment by the
Company creates a relationship of confidence and trust with respect to any
information of a confidential or secret nature that may be disclosed to me by
the Company or a third party that relates to the business of the Company or to
the business of any parent, subsidiary, affiliate, customer or supplier of the
Company or any other party with whom the Company agrees to hold information of
such party in confidence (the “Proprietary Information”).  Such Proprietary Information includes, but is
not limited to, Assigned Inventions, marketing plans, product plans, business
strategies, financial information, forecasts, personnel information, customer
lists and data, and domain names.


 


8.             Confidentiality.  At all times, both during my employment and
after its termination, I will keep and hold all such Proprietary Information in
strict confidence and trust.  I will not
use or disclose any Proprietary Information without the prior written consent
of the Company, except as may be necessary to perform my duties as an employee
of the Company for the benefit of the Company. 
Upon 


 


20

















 


termination of my employment
with the Company, I will promptly deliver to the Company all documents and
materials of any nature pertaining to my work with the Company and, upon Company’s request, will execute a
document confirming my agreement to honor my responsibilities contained in this
Agreement.  I will not take with
me or retain any documents or materials or copies thereof containing any
Proprietary Information.


 


9.             No Breach of Prior Agreement.  I represent that my performance of all the
terms of this Agreement and my duties as an employee of the Company will not
breach any invention assignment, proprietary information, confidentiality or
similar agreement with any former employer or other party.  I represent that I will not bring with me to
the Company or use in the performance of my duties for the Company any
documents or materials or intangibles of a former employer or third party that
are not generally available to the public or have not been legally transferred
to the Company.


 


10.           Efforts; Duty Not to Compete.  I understand that my employment with the
Company requires my undivided attention and effort.  As a result, during my employment, I will
not, without the Company’s express written consent, engage in any other
employment or business that (i) directly competes with the current or
future business of the Company; (ii) uses any Company information,
equipment, supplies, facilities or materials; or (iii) otherwise conflicts
with the Company’s business interest and causes a disruption of its operations.


 


11.           Notification.  I hereby authorize the Company to notify
third parties, including, without limitation, customers and actual or potential
employers, of the terms of this Agreement and my responsibilities hereunder.


 


12.           Non-Solicitation of
Employees/Consultants.  During my employment with the Company and for
a period of one (1) year thereafter, I will not directly or indirectly solicit
away employees or consultants of the Company for my own benefit or for the
benefit of any other person or entity.


 


13.           Non-Solicitation of
Suppliers/Customers.  During and after the termination of my
employment with the Company, I will not directly or indirectly solicit or
otherwise take away customers or suppliers of the Company if, in so doing, I
use or disclose any trade secrets or proprietary or confidential information of
the Company.  I agree that the non-public
names and addresses of the Company’s customers and suppliers, and all other
confidential information related to them, including their buying and selling
habits and special needs, created or obtained by me during my employment,
constitute trade secrets or proprietary or confidential information of the
Company.


 


14.           Name & Likeness Rights.  I hereby authorize the Company to use, reuse,
and to grant others the right to use and reuse, my name, photograph, likeness
(including caricature), voice, and biographical information, and any
reproduction or simulation thereof, in any form of media or technology now
known or hereafter developed (including, but not limited to, film, video and
digital or other electronic media), both during and after my employment, for any purposes related to the Company’s
business, such as marketing, advertising, credits, and presentations.


 


15.           Injunctive Relief.  I understand that in the event of a breach or
threatened breach of this Agreement by me the Company may suffer irreparable
harm and will therefore be entitled to injunctive relief to enforce this
Agreement.


 


16.           Governing Law; Severability.  This Agreement will be governed by and
construed in accordance with the laws of the State of California, without
giving effect to its laws pertaining to conflict of laws.  If any provision of this Agreement is
determined by any court or arbitrator of competent 


 


21

















 


jurisdiction to be invalid,
illegal or unenforceable in any respect, such provision will be enforced to the
maximum extent possible given the intent of the parties hereto.  If such clause or provision cannot be so
enforced, such provision shall be stricken from this Agreement and the
remainder of this Agreement shall be enforced as if such invalid, illegal or
unenforceable clause or provision had (to the extent not enforceable) never
been contained in this Agreement.


 


17.           Counterparts.  This Agreement may be executed in any number
of counterparts, each of which when so executed and delivered will be deemed an
original, and all of which together shall constitute one and the same
agreement.


 


18.           Entire Agreement.  This Agreement and the documents referred to
herein constitute the entire agreement and understanding of the parties with
respect to the subject matter of this Agreement, and supersede all prior
understandings and agreements, whether oral or written, between or among the
parties hereto with respect to the specific subject matter hereof.


 


19.           Amendment and Waivers.  This Agreement may be amended only by a
written agreement executed by each of the parties hereto.  No amendment of or waiver of, or modification
of any obligation under this Agreement will be enforceable unless set forth in
a writing signed by the party against which enforcement is sought.  Any amendment effected in accordance with
this section will be binding upon all parties hereto and each of their
respective successors and assigns.  No
delay or failure to require performance of any provision of this Agreement
shall constitute a waiver of that provision as to that or any other instance.  No waiver granted under this Agreement as to
any one provision herein shall constitute a subsequent waiver of such provision
or of any other provision herein, nor shall it constitute the waiver of any
performance other than the actual performance specifically waived.


 


20.           Successors and Assigns; Assignment.  Except as otherwise provided in this
Agreement, this Agreement, and the rights and obligations of the parties
hereunder, will be binding upon and inure to the benefit of their respective
successors, assigns, heirs, executors, administrators and legal
representatives.  The Company may assign
any of its rights and obligations under this Agreement.  No other party to this Agreement may assign,
whether voluntarily or by operation of law, any of its rights and obligations
under this Agreement, except with the prior written consent of the Company.


 


21.           Further Assurances.  The parties agree to execute such further
documents and instruments and to take such further actions as may be reasonably
necessary to carry out the purposes and intent of this Agreement.


 


22.           “At Will” Employment.  I understand that this Agreement does not
constitute a contract of employment or obligate the Company to employ me for
any stated period of time.  I understand
that I am an “at will” employee of the Company and that my employment can be
terminated at any time, with or without notice and with or without cause, for
any reason or for no reason, by either the Company or myself.  I acknowledge that any statements or
representations to the contrary are ineffective, unless put into a writing
signed by the Company.  I further
acknowledge that my participation in any stock option or benefit program is not
to be construed as any assurance of continuing employment for any particular
period of time.


 


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


 


[Signature page follows]


 


22

















 


23.          Effective Date of Agreement.  This Agreement shall be effective as of the
first day of my employment by the Company, which is March 18, 2004.


 


	
  VERSANT
  CORPORATION:

  	
   

  	
   

  	
  Employee:

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Jerry Wong

  	
   

  	
  Jochen Witte

  
	
   

  	
   

  	
   

  	
  Name (Please Print)

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Vice President, Finance

  	
   

  	
   

  
					



 


[Signature
Page to Employee Invention Assignment and Confidentiality Agreement]


 


23

















 


ANNEX 2


 


COMPETITORS


 


·      Pervasive Software


 


·      Progress Software


 


·      Objectivity


 


·      Gemstone


 


·      The database software divisions of the following
companies:


 


·      Oracle Corporation


·      International Business Machines Corporation (IBM)


·      Microsoft Corporation