Exhibit

10.01




 




January 31, 2003




 




 




Mr. Thomas Miura




[Address]




[Address]




 




 




Re:      Separation

Agreement Regarding Terms of Separation; General Release




 




Dear Tom:




 




This letter agreement confirms the agreement (this “Agreement”) between

you and Versant Corporation (“Versant”) concerning the terms of the termination of

your employment with Versant and offers you the separation compensation and

other agreements set forth herein in exchange for a general release of claims

from you. This Agreement also addresses the terms and conditions on which you

will provide consulting services to Versant after termination of your

employment.  This Agreement is intended

to permanently resolve any and all potential disputes which may arise

concerning your employment with Versant, and the termination of your employment

with Versant.




 




1.             Separation Date.  Versant agrees to your separation from

Versant, effective as of January 31, 2003 (the “Separation Date”).  Accordingly you hereby agree with Versant that your employment

with Versant will be terminated effective as of the Separation Date.  Between now and the Separation Date it is

expected that you will primarily work as directed by Versant’s CEO, Nick Ordon,

in order to assist in effecting an orderly transition of your duties.




 




2.             Payment of Wages.  On or before the Separation Date, Versant

will deliver to you a final paycheck which shall include all your accrued

salary, any reimbursable expenses, accrued but unused vacation pay and any

similar payments due and owing to you from Versant as of the Separation Date.

We will deduct all normal tax withholdings and other required deductions from

these payments. By signing below you acknowledge that Versant does not owe you

any other amounts with the exception of commissions that have not yet been

computed, payments pursuant to the conditions set forth below in paragraphs 4,

5 and 6,  and

uncomputed reimbursements which will be paid in full on or before February 28,

2003.




 




3.             Confirmation Regarding Your Versant

Stock Options.  You

acknowledge and agree that: (a) you currently hold options to purchase up to

460,000 shares of Versant’s Common Stock at purchase prices of between $.90 and

$ 5.25 per share and, as of the date of this Agreement, you have exercised 0 of

these options;  (b) assuming no

additional exercise of these options by you prior to the Separation Date, and

assuming your continuous employment with Versant through the Separation Date,

on the Separation Date you will have vested and unexercised options to purchase

up to an aggregate total of  115,206

shares of Versant Common Stock and




 




Initials

             




 




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you will have an aggregate total of 344,794 unvested Versant stock

options.  In accordance with the terms

of your current Versant stock options, your stock option vesting will continue

to vest only through the Separation Date of January 31, 2003, at which time and

date your stock option vesting will immediately cease and terminate and you

will then be deemed, for purposes of your stock options, to have [“Terminated”]

and ceased to provide services to Versant.  [As provided in their original terms, your Versant stock options will, to

the extent they were vested as of the Separation Date, continue to be

exercisable for a period of [ninety (90) days] thereafter, at which time your

Versant options will expire and terminate. 

Nothing in this Agreement is intended to modify or alter the

terms or conditions of your Versant stock options in any respect.




 




4.                                      Severance

Compensation:  In exchange for your

agreement to the release and waiver of claims set forth in Section 10 below and

your other agreements herein, in addition to the payments referred to in

Section 2 above, and subject to the provisions of Section 19 below, Versant

agrees to pay you, a total of $ 104,167.00  in cash as a severance payment (less applicable state and federal

payroll deductions) (the “Severance”). The Severance will be

paid  with an initial payment of $46,667

on February 3rd, 2003, and 6 equal payment of $9,583.33 due February 15, 2003,

March 15 2003, April 15 2003, May 15 2003, June 15 2003 and July 15 2003.




 




5.                                      Consulting

Engagement.




 




(a)                                  Consulting

Engagement.  Subject to the terms

and conditions of this Section 5 and Section 19 below, you hereby agree with

Versant that, from the Separation Date through July 31, 2003, you will as an

independent contractor, make yourself available to, and will provide, advice

and counsel as an independent contractor and consultant to Versant for up to

(eighty) 80 hours per month with respect to the subject matter described on Exhibit

1 attached hereto, which is incorporated in this Agreement by this

reference (the “Consulting Engagement”).




 




(b)                                 Consulting

Fee. In consideration for your agreement to provide consulting advice and

counsel to Versant  and your performance of consulting

services for Versant pursuant to the Consulting Engagement, Versant agrees to

pay you a monthly consulting fee of $ 9,583.33 within five (5) business days  after

each month of Consulting.  If the Consulting

Engagement is terminated other than as of the end of a calendar month, then

instead you will be paid a pro-rated amount of this monthly consulting fee for

the month in which the Consulting Engagement terminated, computed according to

the number of days that elapsed in such month prior to termination of your

Consulting Engagement.  You will not

incur, nor be reimbursed for, any out-of-pocket or other expenses in performing

the Consulting Engagement unless Versant approves such expenses in advance in a

writing signed by Versant’s Chief Executive Officer or Chief Financial Officer.

You will report as self-employment income all compensation received by you

pursuant to the Consulting Engagement and will indemnify Versant with regard to

this self-employment from and against all claims, damages, losses and expenses

relating to any obligation imposed by law on Versant to pay any withholding

taxes, social security, unemployment or disability insurance, or similar items

in connection with compensation received by Consultant pursuant to the

Consulting Engagement provisions of this Agreement.




 




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(c)                                  Termination.




 




Notwithstanding anything to the contrary in this Section 5;




 




(i)                                     you

may elect to terminate your consulting services and Consulting Engagement at

any time before July 31, 2003 upon fourteen (14) days written notice. If you

exercise this election, your consulting fees shall cease, as of the date of

your termination and you will have no right to continue to provide services to

Versant.




 




(ii)                                  if

you materially fail to provide the services as required under the Consulting

Engagement then Versant will  provide you notice that you have fourteen (14) days in

which to cure such material breach. If such material breach is not cured within

the fourteen (14) day period provided, Versant may terminate your consulting

services and Consulting Engagement immediately and your consulting fees shall

cease as of the date of such termination. For the purpose of this section, a “material

breach” shall mean a significant or substantial failure to provide, undertake

or complete the obligation agreed to in a timely and competent manner.




 




(iii)                               Versant

may at any time, and without cause, elect as its sole discretion to terminate

your consulting services and Consulting Agreement and pay to you the full

amount of $57,500 that would be due to you under this Consulting Agreement

should you have performed the services hereunder through the date of July 31,

2003 minus any amounts that have been paid to you under the this Consulting

Agreement through the date of termination. If Versant exercises this election,

your consulting fees due, as described herein, shall be paid to you at the time

of termination  and you will have no

right to continue to provide services to Versant.




 




(d)                                 Assignment.  In addition to providing consulting services

as described above, you hereby agree to assign to Versant all right, title and

interest in and to all deliverables, documents or other items that may be

developed by you for Versant pursuant to your Consulting Engagement and all

worldwide intellectual property rights in and to all such deliverables,

documents or other items.




 




(e)                                  Independent Contractor.  You will perform all services pursuant to

the Consulting Engagement as an independent contractor and not as an agent or

employee of Versant.  You will have no

authority to bind Versant by contract or otherwise.  You will perform the Consulting Engagement under the general

direction of Versant, but you will determine, in your good faith discretion,

the manner and means by which your consulting services are accomplished,

subject to the requirement that you shall at all times comply with applicable

law.




 




6.                                      Group

Health Benefits.  Following the

Separation Date, you will be eligible to continue coverage under Versant’s

group health plan under COBRA. Versant shall be responsible for your health

plan costs during the active term of your consulting services pursuant to

Section 5 above or the date of July 31, 2003, whichever date is later.




 




7.                                      Return

of Company Property.  You hereby

represent and warrant to Versant that you have returned to Versant all real or

intangible property or data of Versant of any type whatsoever that has been in

your possession or control with the exception of your lap-top computer which

you may retain.




 




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8.             Confidential Information.  You hereby acknowledge that you are bound by

the attached Employee Invention Assignment and Confidentiality Agreement dated

March 20, 2000 (the “Employee Invention Agreement”), and that as a result of

your employment with Versant you have had access to Versant’s Proprietary

Information (as defined in the Employee Invention Agreement), that you will

hold all Proprietary Information in strictest confidence and that you will not

make use of such Proprietary Information on behalf of anyone.  You further confirm that you have delivered

to Versant all documents and data of any nature containing or pertaining to

such Proprietary Information and that you have not taken with you any such

documents or data or any reproduction thereof.




 




9.             Non-Solicitation.  It is specifically understood and agreed

that during any period of time in which you are receiving consulting fee from

Versant under Section  5 hereof, you shall not, directly or indirectly,

solicit or directly induce any of the known employees, independent contractors

(where an “independent contractors” means those who are full time contracted by

Versant.), or agents of Versant or any of its subsidiaries to end or reduce

their business  relationships

with or performance of services to Versant or any of its subsidiaries, nor

shall you solicit, recruit or otherwise induce any such person to perform

services for you or for any other affiliated person or entity in a manner that

affects their performance or services for Versant or its subsidiaries, business

units and/or divisions. The foregoing non-solicitation obligation extends to

all employees, independent contractors and agents of Versant and all Versant’s

subsidiaries, business units and/or divisions who are known to you as of this

date and through the date of July 31, 2003. Versant agrees that it will have

the obligation to establish that you caused the employee, independent contractor

or agent to end or reduce their performance of business services to Versant or

its subsidiaries, business units and/or divisions.




 




10.          General Release and Waiver of Claims.




 




(a)           Waiver and

General Release.  The payments and

promises of Versant set forth in this Agreement are in full satisfaction of all

accrued salary, vacation pay, bonus pay, profit-sharing, stock options,

termination benefits or other compensation to which you may be entitled by

virtue of your employment with Versant or your separation from Versant and

termination of employment with Versant. 

In consideration of Versant’s agreements under this Agreement, you

hereby irrevocably release and discharge Versant, its successors and assigns,

subsidiaries, affiliates, and the past and present employees, officers,

directors, stockholders, agents, attorneys and representatives of Versant and

its subsidiaries and affiliates (Versant, together with its successors,

subsidiaries, affiliates, and such employees, officers, directors,

stockholders, agents, attorneys and representatives being collectively referred

to as the “Releasees”)

from all claims, liabilities, demands and causes of action known or unknown,

fixed or contingent, which you have or may hereafter have arising out of or in

any way connected with your employment with Versant, or the termination of your

employment with Versant; provided, however, that the

foregoing release and discharge will not release or discharge Versant from any

of its unperformed express obligations to you under this Agreement or from any

subsequent misconduct. The claims you are releasing under the foregoing release

include, but are not limited to, claims of unlawful discharge, breach of

contract, breach of the covenant of good faith and fair dealing, fraud,

violation of public policy, defamation, physical injury, emotional distress,

claims




 




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for additional compensation or benefits arising out of your employment

or your separation of employment, claims under Title VII of the 1964 Civil

Rights Act, as amended, the California Fair Employment and Housing Act, the

California Family Rights Act, the Americans With Disabilities Act, the Equal

Pay Act of 1963, and any other laws and/or regulations relating to employment

or employment discrimination, including, without limitation, claims based on

age or under the Age Discrimination in Employment Act or Older Workers Benefit

Protection Act.




 




(b)           Civil Code 1542

Waiver.  By signing this Agreement

below, you expressly waive any benefits of Section 1542 of the Civil Code of

the State of California, which provides as follows:




 




“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE

CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF

EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS

SETTLEMENT WITH THE DEBTOR.”




 




(c)                                  Acknowledgements

by You. You represent and agree that: (i) Versant has advised you to

consult with an attorney regarding this Agreement and that to the extent, if

any, that you desired, you have availed yourself of this right; (ii) you have

carefully read and fully understand all of the provisions of this Agreement

(including but not limited to the general release of claims set forth above),

and that you are voluntarily entering into this Agreement and making the

general release of claims set forth above; and (iii) you have not relied upon

any representations or statements, written or oral, not set forth in this

Agreement, with the exception of oral statements limited in scope to the nature

of the consulting engagement.




 




11.          Non-Disparagement.

You agree that you will not disparage, in writing or orally, Versant any of its

subsidiaries, or any of their products, services, representatives, directors,

officers, attorneys, successors or assigns, or any person acting by, through,

under or in concert with any of them. Versant agrees that it will instruct its

executive officers and upper level managers not to disparage you in any manner,

in writing or orally, and that it will disclose the reason for your separation

only as required by law. You may provide input to Versant with regards to a

potential press if issued and will be provided advance notice to review and

comment on such release.




 




12.          Arbitration.  Except for claims by Versant for injunctive

relief or the remedy of specific performance or other equitable remedies

arising out of the Employee Invention Agreement (for which Versant may seek

relief from a court of competent jurisdiction), the parties agree to arbitrate

any and all claims arising out of this Agreement or your employment

relationship with Versant, including the termination of your employment with

Versant.  The arbitrator’s decision

shall be final and binding.




 




13.          Attorneys’ Fees.  If any action at law or in equity is brought

to enforce the terms of this Agreement, or if an arbitration becomes necessary

under Section 12, the prevailing party will be entitled to recover its

reasonable attorneys’ fees, costs and expenses from the other party, in

addition to any other relief to which such prevailing party may be entitled.




 




14.          Confidentiality:  You agree to keep the contents, terms and

conditions of this Agreement




 




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confidential and will not disclose any information related to this Agreement

to anyone except as (a) required by law, pursuant to a subpoena or court order

or (b) to individuals on a need-to-know basis and who are bound to keep the

information confidential, such person shall include but are not be limited to

your attorney, accountant, tax advisor, financial planner or spouse.  Any breach of this confidentiality provision

will be deemed to be a material breach of this Agreement. However, Versant

shall be entitled to disclose the contents, terms and conditions of this

Agreement to the extent that it has been advised by counsel that it is required

to do so under applicable law or the rules or regulations of the Securities and

Exchange Commission, or any securities exchange or stock quotation system on

which Versant’s stock or other securities are traded or quoted.




 




15.          No Admission of Liability.  This Agreement is not, and you may not

construe or contend it to be, an admission or evidence of wrongdoing or

liability on the part of Versant, its representatives, attorneys, agents, officers,

shareholders, directors, employees, subsidiaries, successors or assigns. This

Agreement will be given the maximum protection allowable under California

Evidence Code Section 1152 and/or any other state or Federal provisions of

similar effect.




 




16.          Entire Agreement:

This Agreement and the Employee Invention Agreement together constitute the

entire agreement between you and Versant with respect to the subject matter of

this document.  It supersedes all prior

negotiations and agreements, written or oral, relating to this subject matter.

You acknowledge that neither Versant nor its agents or attorneys have promised

or represented, either expressly or impliedly, in writing or orally, anything

not contained in this Agreement for the purpose of inducing you to execute this

Agreement. You acknowledge that you have signed this Agreement relying only on

the promises, representations and warranties contained in this document, with

the exception of oral statements that are limited in scope to the nature of the

consulting engagement.




 




17.          Modification:  This Agreement may not be amended or

modified in any respect except by another written agreement that specifically

refers to this Agreement, executed by an authorized representative of each of

the parties.




 




18.          Period to Review Agreement.  You acknowledge that this Agreement was

presented to you on January 31, 2003, and that you are entitled to have up to

twenty-one (21) days within which to review its terms. You acknowledge that you

have been advised to consult with an attorney prior to executing this

Agreement. You further represent that if you sign this Agreement before the

expiration of the twenty-one (21) day period, you voluntarily waive any

remaining time period to review and consider this Agreement.




 




19.          Revocation of Agreement; Effective Date

of Agreement. You understand that you may revoke your

agreement within seven (7) days of your execution of this document. Any such

revocation must be in writing, and must be received by Versant within such

seven (7) day period. You understand that the benefits to be provided to you

under this Agreement (including but not limited to the Severance payment

described in Section 4 and the consulting engagement described in paragraph 5)

will be provided only after the revocation period has expired and you have not

revoked this Agreement. The Effective Date of this Agreement is therefore the

eighth (8th) day after you sign this Agreement, but no earlier than

your Separation Date, which is January 31, 2003.




 




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20.          Section 16 Compliance.

You acknowledge that you alone are responsible for your compliance with Section

16 under the Securities Exchange Act of 1934, as amended, and all regulations

thereunder.  If you agree to the terms

of this Agreement, please sign the attached copy and return it to me on or

before January 31, 2003.  PLEASE REVIEW

THIS AGREEMENT CAREFULLY. THIS AGREEMENT CONTAINS A WAIVER OF KNOWN AND UNKNOWN

CLAIMS.




 




	

  Very truly yours,


  
	

   


  
	

  VERSANT CORPORATION


  
	

   


  
	

  Name: 


  	

   


  	

  /s/Nick Ordon


  	

   


  
	

   


  
	

  By: Nick Ordon, Chief Executive Officer


  





 




PLEASE

READ CAREFULLY.  THIS SETTLEMENT

AGREEMENT AND GENERAL RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN

CLAIMS.




 




	

  READ, UNDERSTOOD AND AGREED


  
	

   


  
	

    /s/ Thomas

  Miura


  	

   


  
	

  Thomas Miura


  





 




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EXHIBIT “1”




Subject Matter of Consulting Engagement




 




1.               You are to lead the

contract renewal of the WebSphere Consulting Engagement. The goal is renewal on

or before July 31, 2003.




 




2.               To Layout a

strategy to Partner with IBM MQ series in the real time space. To layout a

strategy and to define and implement a contact plan.  To make contact where appropriate.




 




3.               Additional projects

as may be added from time-to-time upon mutual agreement.




 




 




 




Versant shall provide you

with equipment and facilities necessary in order to provide the Services set

forth in this Exhibit “1” as Versant customarily provides to its own employees

or other consultant’s providing the same or similar services. All of the

equipment and other property provided by Versant shall remain the property of

Versant and shall be returned to Versant at the end of the consulting term in

the same condition as it was at the time it was delivered to you, normal wear

and tear excepted, with exception of your laptop as defined in Section 7 of

this Agreement.




 




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