Exhibit 10.01


VERSANT
CORPORATION


2005 EQUITY INCENTIVE PLAN


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


1.             PURPOSE;
EFFECTIVE DATE.  The purpose of
this Plan is to provide incentives to attract, retain and motivate eligible
persons whose present and potential contributions are important to the success
of the Company, its Parent and Subsidiaries, by offering them an opportunity to
participate in the Company’s future performance through awards of Options,
Restricted Stock and Stock Bonuses.  This
Plan will become effective on the first date (the “Effective
Date”) on which it has been both (a) adopted by the Board and
(b) approved by the shareholders of the Company.   Capitalized terms not defined in the text
are defined in Section 23.


2.             SHARES SUBJECT TO THE PLAN.


2.1           Number of Shares Available.  Subject to Sections 2.2 and 18, the total
number of Shares reserved and available for grant and issuance pursuant to this
Plan (the “Reserved Shares”) will be the
sum of (a) the Available Prior Plan Shares (as defined below) plus (b) any and
all Forfeited Prior Plan Shares (as defined below); provided, that the
number of Reserved Shares shall not exceed an aggregate of [655,685](1)
Shares, as constituted at the opening of business on the Effective
Date. The “Available Prior Plan Shares”
means the number of shares of the Company’s Common Stock reserved for issuance
under the Company’s 1996 Equity Incentive Plan, as amended (the “Prior Plan”) on the Effective Date
that, on the Effective Date, are not (i) issued and outstanding as a
result of the grant or exercise of awards granted under the Prior Plan or (ii)
subject to stock options or other awards granted under the Prior Plan that are
then outstanding.  “Forfeited
Prior Plan Shares” means (i) shares of Common Stock issued under
the Prior Plan that are outstanding on the Effective Date and are thereafter
repurchased by the Company at their original issuance price pursuant to the
terms of the Prior Plan and/or agreements entered pursuant thereto and (ii) the
shares of Common Stock that, on the Effective Date, are subject to any then
outstanding stock option granted under the Prior Plan and which thereafter
cease to be subject to such stock option for any reason other than its
exercise.    The Available Prior Plan
Shares and all Forfeited Prior Plan Shares will no longer be available for
grant and issuance under the Prior Plan but will be available for grant and
issuance under this Plan.   Subject to
Sections 2.2 and 18, (x) Shares that are subject to issuance upon exercise of
an Option granted under this Plan but that cease to be subject to such Option
for any reason other than exercise of such Option, (y) Shares that are subject
to any Award granted under this Plan but are forfeited or are repurchased by the
Company at their original issue price or (z) Shares that are subject to an
Award granted under this Plan that otherwise terminates without Shares being
issued, will again be available for grant and issuance in connection with
future Awards under this Plan.  At all
times the Company shall reserve and keep available a sufficient number of
Shares as shall be required to satisfy the requirements of all outstanding
Options granted under this Plan and all other outstanding but unvested Awards
granted under this Plan.  No more than
ten million (10,000,000) Shares may be issued under this Plan pursuant to the
exercise of ISOs.


2.2           Adjustment of Shares.  In the event that the number of outstanding
Shares is changed by a stock dividend, recapitalization, stock split, reverse
stock split, subdivision, combination, reclassification or similar change in
the capital structure of the Company without consideration, then (a) the number
of Shares reserved for issuance under this Plan, (b) the maximum number of
Reserved Shares set forth in Section 2.1 above, (c) and the maximum number of
Shares that may be issued under this Plan pursuant to the exercise of ISOs as
set forth in Section 2.1 above, (d) the Exercise Prices of and number of Shares
subject to outstanding Options,






(1)          On December 21, 2006
Versant Corporation’s Board of Directors approved an amendment to the Plan that
would increase the maximum number of Reserved Shares under the Plan by 200,000
shares, from 455,685 to 655,685 shares of Common Stock (the “Proposed Increase”), subject to
approval of the Proposed Increase by Versant Corporation’s shareholders.  The shareholders of Versant Corporation are
scheduled to vote on a proposal to approve the Proposed Increase at the
Company’s 2007 Annual Meeting of Shareholders currently scheduled to be held on
April 23, 2007.











(e) the number of
Shares subject to other outstanding Awards and (f) the numbers of Shares
referenced in Section 3 below, will each be proportionately adjusted, subject
to any required action by the Board or the shareholders of the Company and
compliance with applicable securities laws; provided, however,
that fractions of a Share will either be replaced by a cash payment equal to
the Fair Market Value of such fraction of a Share or will be rounded up to the
nearest whole Share, as determined by the Committee.


3.             ELIGIBILITY.  ISOs (as defined in Section 5 below) may be
granted only to employees (including officers and directors who are also
employees) of the Company or of a Parent or Subsidiary of the Company.  All other Awards may be granted to employees,
officers, directors, consultants, independent contractors and advisors of the
Company or any Parent or Subsidiary of the Company; provided such
consultants, independent contractors and advisors render bona fide services not
in connection with the offer and sale of securities in a capital-raising
transaction.  No person will be eligible
to receive more than 400,000 Shares in any calendar year under this Plan
pursuant to the grant of Awards hereunder, other than new employees of the
Company or of a Parent or Subsidiary of the Company (including new employees
who are also officers and directors of the Company or any Parent or Subsidiary
of the Company) who are eligible to receive up to a maximum of 600,000 Shares
in the calendar year in which they commence their employment.  A person may be granted more than one Award
under this Plan.


4.             ADMINISTRATION.


4.1           Committee Authority.  This Plan will be administered by the
Committee or by the Board acting as the Committee.  Subject to the general purposes, terms and
conditions of this Plan, and to the direction of the Board, the Committee will
have full power to implement and carry out this Plan.  Without limitation, the Committee will have
the authority to:


(a)           construe and interpret
this Plan, any Award Agreement and any other agreement or document executed
pursuant to this Plan;


(b)           prescribe, amend and
rescind rules and regulations relating to this Plan;


(c)           select persons to
receive Awards;


(d)           determine the form and
terms of Awards;


(e)           determine the number of
Shares or other consideration subject to Awards;


(f)            determine whether
Awards will be granted singly, in combination with, in tandem with, in
replacement of, or as alternatives to, other Awards under this Plan or any
other incentive or compensation plan of the Company or any Parent or Subsidiary
of the Company;


(g)           grant waivers of Plan
or Award conditions;


(h)           determine the vesting,
exercisability and payment of Awards;


(i)            correct any defect,
supply any omission or reconcile any inconsistency in this Plan, any Award or
any Award Agreement;


(j)            determine whether an
Award has been earned; and


(k)           make all other
determinations necessary or advisable for the administration of this Plan.


4.2           Committee Discretion.
 Any determination made by the Committee
with respect to any Award will be made in its sole discretion at the time of
grant of the Award or, unless in contravention of any express term of this Plan
or Award, at any later time, and such determination will be final and binding
on the Company and on all persons having an interest in any Award under this
Plan.  The Committee may delegate to one











or more officers
of the Company the authority to grant an Award under this Plan to Participants
who are not Insiders of the Company.


4.3           Exchange Act Requirements.  During all times that the Company is subject
to Section 16 of the Exchange Act, the Company will take appropriate steps to
comply with the requirements of SEC Rule 16b-3 (or other rules of the SEC) for
the exemption of awards from the application of Section 16(b) of the Exchange
Act.


5.             OPTIONS.  The Committee may grant Options to eligible
persons and will determine whether such Options will be Incentive Stock Options
within the meaning of the Code (“ISOs”) or
Nonqualified Stock Options (“NQSOs”),
the number of Shares subject to the Option, the Exercise Price of the Option,
the period during which the Option may be exercised, and all other terms and
conditions of the Option, subject to the following:


5.1           Form of Option Grant.  Each Option granted under this Plan will be
evidenced by an Award Agreement which will expressly identify the Option as an
ISO or an NQSO (“Stock Option Agreement”),
and will be in such form and contain such provisions (which need not be the
same for each Participant) as the Committee may from time to time approve, and
which will comply with and be subject to the terms and conditions of this Plan.


5.2           Date of Grant.  The date of grant of an Option will be the
date on which the Committee makes the determination to grant such Option,
unless otherwise specified by the Committee. 
The Stock Option Agreement and a copy of this Plan will be delivered to
the Participant within a reasonable time after the granting of the Option.


5.3           Exercise Period;
Vesting.  Options may be exercisable
immediately (subject to repurchase pursuant to Section 12 of this Plan) or may
be exercisable within the times or upon the events determined by the Committee
as set forth in the Stock Option Agreement governing such Option.  Notwithstanding the foregoing: (a) no Option
will be exercisable after the expiration of ten (10) years from the date the
Option is granted; (b) no ISO granted to a person who directly or by
attribution owns more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or of any Parent or Subsidiary of the
Company (“Ten Percent Shareholder”)
will be exercisable after the expiration of five (5) years from the date the
ISO is granted; and (c) in no event shall an Option that is granted to an
employee who is a non-exempt employee for purposes of overtime pay under the
Fair Labor Standards Act of 1938 be exercisable earlier than six (6) months
after its date of grant.  The Committee
also may provide for the exercise of Options to become exercisable at one time
or from time to time, periodically or otherwise, in such number of Shares or
percentage of Shares as the Committee determines; provided that (subject to
earlier termination of the Option) each Option granted to a non-officer
employee shall vest at the rate of no less than twenty percent (20%) of the
total number of Shares originally subject to such Option (as such number may be
adjusted pursuant to Section 2) per year over the five (5) year period
beginning on the date such Option is granted, subject to such person’s
continued employment with the Company or Parent or Subsidiary.  Unless the Committee provides otherwise, the
vesting of an Option granted under this Plan may be suspended during any leave
of absence as may be set forth in any Company policy.


5.4           Exercise Price.  The Exercise Price of an Option will be
determined by the Committee when the Option is granted and will not be less
than 100% of the Fair Market Value of the Shares on the date of grant (110% in
the case of any ISO granted to a Ten Percent Shareholder).  Payment for the Shares purchased may be made
in accordance with Section 8 of this Plan.


5.5           Method of Exercise.  Options may be exercised only by delivery to
the Company of a stock option exercise agreement (the “Exercise Agreement”)
in a form approved by the Committee (which need not be the same for each
Participant), stating the number of Shares being purchased, the restrictions
imposed on the Shares purchased under such Exercise Agreement, if any, and such
representations and agreements regarding Participant’s investment intent and
access to information and other matters, if any, as may be required or
desirable by the Company to comply with applicable securities laws, together
with payment in full of the Exercise Price for the number of Shares being
purchased.











5.6           Termination.  Notwithstanding the exercise periods set
forth in the Stock Option Agreement, exercise of an Option will always be
subject to the following:


(a)                                  If
the Participant is Terminated for any reason except death or Disability, then
the Participant may exercise such Participant’s Options only to the extent that
such Options would have been exercisable upon the Termination Date no later
than three (3) months after the Termination Date (or such shorter or longer
time period not exceeding five (5) years after the Termination Date as may be
determined by the Committee, with any exercise beyond three (3) months after
the Termination Date deemed to be an NQSO), but in any event, no later than the
expiration date of the Options.


(b)                                 If
the Participant is Terminated because of Participant’s death or Disability (or
the Participant dies within three (3) months after a Termination other than
because of Participant’s death or disability), then Participant’s Options may
be exercised only to the extent that such Options would have been exercisable
by Participant on the Termination Date and must be exercised by Participant (or
Participant’s legal representative or authorized assignee) no later than twelve
(12) months after the Termination Date (or such shorter or longer time period
not exceeding five (5) years after the Termination Date as may be determined by
the Committee, with any such exercise beyond (a) three (3) months after the
Termination Date when the Termination is for any reason other than the
Participant’s death or Disability, or (b) twelve (12) months after the
Termination Date when the Termination is for Participant’s death or Disability,
deemed to be an NQSO), but in any event no later than the expiration date of
the Options.


(c)                                  If
a Participant is determined by the Board to have committed an act of theft,
embezzlement, fraud, dishonesty or a breach of fiduciary duty to the Company or
Parent or Subsidiary, neither such Participant, such Participant’s estate nor
such other person who may then hold the Option shall be entitled to exercise
any Option with respect to any Shares whatsoever, after termination of service,
whether or not after termination of service such Participant may receive
payment from the Company or Subsidiary for vacation pay, for services rendered
prior to termination, for services rendered for the day on which termination
occurs, for salary in lieu of notice, or for any other benefits.  In making the determination described in this
subsection, the Board shall give the Participant an opportunity to present
evidence to the Board.  For the purpose
of this paragraph, termination of service shall be deemed to occur on the date
when the Company dispatches notice or advice to the Participant that such
Participant’s service is terminated.


5.7           Limitations on Exercise.  The Committee may specify a reasonable
minimum number of Shares that may be purchased on any exercise of an Option,
provided that such minimum number will not prevent Participant from exercising
the Option for the full number of Shares for which it is then exercisable.


5.8           Limitations on ISO.  The aggregate Fair Market Value (determined
as of the date of grant) of Shares with respect to which ISOs are exercisable for
the first time by a Participant during any calendar year (under this Plan or
under any other incentive stock option plan of the Company, Parent or
Subsidiary of the Company) will not exceed $100,000.  If the Fair Market Value of Shares on the
date of grant with respect to which ISOs are exercisable for the first time by
a Participant during any calendar year exceeds $100,000, then the Options for
the first $100,000 worth of Shares to become exercisable in such calendar year
will be ISOs and the Options for the amount in excess of $100,000 that become
exercisable in that calendar year will be NQSOs.  In the event that the Code or the regulations
promulgated thereunder are amended after the Effective Date of this Plan to
provide for a different limit on the Fair Market Value of Shares permitted to
be subject to ISO, such different limit will be automatically incorporated
herein and will apply to any Options granted after the effective date of such
amendment.


5.9           Modification, Extension or Renewal.  The Committee may modify, extend or renew
outstanding Options and authorize the grant of new Options in substitution
therefor, provided that any such action may not, without the written consent of
a Participant, impair any of such Participant’s rights under any Option
previously granted.  Any outstanding ISO
that is modified, extended, renewed or otherwise altered will be treated in 











accordance with
Section 424(h) of the Code.  The
Committee may reduce the Exercise Price of outstanding Options without the
consent of Participants affected by a written notice to them only if and to the
extent that such Repricing is permitted under the terms of Section 15 of this
Plan; provided, however, that the Exercise Price may not be
reduced below the minimum Exercise Price that would be permitted under Section
5.4 of this Plan for Options granted on the date the action is taken to reduce
the Exercise Price.


5.10         No Disqualification.  Notwithstanding any other provision in this
Plan, no term of this Plan relating to ISOs will be interpreted, amended or
altered, nor will any discretion or authority granted under this Plan be
exercised, so as to disqualify this Plan under Section 422 of the Code or,
without the consent of the Participant affected, to disqualify any ISO under
Section 422 of the Code.


6.             RESTRICTED STOCK.  A Restricted Stock Award is an offer by the
Company to sell to an eligible person Shares that are subject to
restrictions.  The Committee will
determine to whom an offer will be made, the number of Shares the person may
purchase, the price to be paid (the “Purchase Price”),
the restrictions to which the Shares will be subject, and all other terms and
conditions of the Restricted Stock Award, subject to the following:


6.1           Form of Restricted Stock Award.  All purchases under a Restricted Stock Award
made pursuant to this Plan will be evidenced by an Award Agreement (“Restricted Stock Purchase Agreement”)
that will be in such form (which need not be the same for each Participant) as
the Committee will from time to time approve, and will comply with and be
subject to the terms and conditions of this Plan.  The offer of Restricted Stock will be
accepted by the Participant’s execution and delivery of the Restricted Stock
Purchase Agreement and full payment for the Shares to the Company within thirty
(30) days from the date the Restricted Stock Purchase Agreement is delivered to
the Participant.  If such Participant
does not execute and deliver the Restricted Stock Purchase Agreement along with
full payment for the Shares to the Company within thirty (30) days, then the
offer of such Restricted Stock will terminate, unless otherwise determined by
the Committee.


6.2           Purchase Price.  The Purchase Price of Shares sold pursuant to
a Restricted Stock Award will be determined by the Committee and will be at
least 100% of the Fair Market Value of the Shares on the date the Restricted
Stock Award is granted.  Payment of the
Purchase Price may be made in accordance with Section 8 of this Plan.


6.3           Restrictions.  Restricted Stock Awards will be subject to
such restrictions (if any) as the Committee may impose.  The Committee may provide for the lapse of
such restrictions in installments and may accelerate or waive such
restrictions, in whole or part, based on length of service, performance or such
other factors or criteria as the Committee may determine.


7.             STOCK BONUSES.


7.1           Awards of Stock Bonuses.  A Stock Bonus is an award of Shares (which
may consist of Restricted Stock) for services rendered to the Company or any
Parent or Subsidiary of the Company.  A
Stock Bonus may be awarded for past services already rendered to the Company,
or any Parent or Subsidiary of the Company pursuant to an Award Agreement (the “Stock Bonus Agreement”)
that will be in such form (which need not be the same for each Participant) as
the Committee will from time to time approve, and will comply with and be
subject to the terms and conditions of this Plan.  A Stock Bonus may be awarded upon
satisfaction of such performance goals as are set out in advance in the Participant’s
individual Award Agreement (the “Performance Stock Bonus Agreement”)
that will be in such form (which need not be the same for each Participant) as
the Committee will from time to time approve, and will comply with and be
subject to the terms and conditions of this Plan.  Stock Bonuses may vary from Participant to
Participant and between groups of Participants, and may be based upon the
achievement of the Company, Parent or Subsidiary and/or individual performance
factors or upon such other criteria as the Committee may determine.


7.2           Terms of Stock Bonuses.  The Committee will determine the number of
Shares to be awarded to the Participant and whether such Shares will be
Restricted Stock.  If the Stock Bonus is
being earned upon the satisfaction of performance goals pursuant to a
Performance Stock Bonus Agreement, then the Committee will determine:  (a) the nature, length and starting date of
any period during which performance is to be measured 











(the “Performance Period”) for each
Stock Bonus; (b) the performance goals and criteria to be used to measure the
performance, if any; (c) the number of Shares that may be awarded to the
Participant; and (d) the extent to which such Stock Bonuses have been
earned.  Performance Periods may overlap
and Participants may participate simultaneously with respect to Stock Bonuses
that are subject to different Performance Periods and different performance
goals and other criteria.  The number of
Shares may be fixed or may vary in accordance with such performance goals and
criteria as may be determined by the Committee. 
The Committee may adjust the performance goals applicable to the Stock
Bonuses to take into account changes in law and accounting or tax rules and to
make such adjustments as the Committee deems necessary or appropriate to
reflect the impact of extraordinary or unusual items, events or circumstances
to avoid windfalls or hardships.


7.3           Form of Payment.  The earned portion of a Stock Bonus may be
paid currently or on a deferred basis with such interest or dividend
equivalent, if any, as the Committee may determine.  Payment may be made in the form of cash,
whole Shares, including Restricted Stock, or a combination thereof, either in a
lump sum payment or in installments, all as the Committee will determine.


7.4           Termination During Performance Period.  If a Participant is Terminated during a
Performance Period for any reason, then such Participant will be entitled to
payment (whether in Shares, cash or otherwise) with respect to the Stock Bonus
only to the extent such Stock Bonus is earned as of the date of Termination in
accordance with the terms of the applicable Performance Stock Bonus Agreement,
unless the Committee will determine otherwise.


8.             PAYMENT FOR SHARE PURCHASES.  Payment for Shares purchased pursuant to this
Plan may be made in cash (by check) or, where expressly approved for the
Participant by the Committee and where permitted by law:


(a)                                  by
cancellation of indebtedness of the Company to the Participant;


(b)                                 by
surrender of shares that either:  (1)
have been owned by Participant for more than six (6) months and have been paid
for within the meaning of SEC Rule 144 (and, if such shares were purchased from
the Company by use of a promissory note, such note has been fully paid with
respect to such shares); or (2) were obtained by Participant in the public
market;


(c)                                  by
waiver of compensation due or accrued to the Participant for services rendered;


(d)                                 with
respect only to purchases upon exercise of an Option, and provided that a
public market for the Company’s stock exists:


(1)                                  through
a “same day sale” commitment from the Participant and a broker-dealer that is a
member of the National Association of Securities Dealers (an “NASD Dealer”) whereby the
Participant irrevocably elects to exercise the Option and to sell a portion of
the Shares so purchased to pay for the Exercise Price, and whereby the NASD
Dealer irrevocably commits upon receipt of such Shares to forward the Exercise
Price directly to the Company; or


(2)                                  through
a “margin” commitment from the Participant and a NASD Dealer whereby the
Participant irrevocably elects to exercise the Option and to pledge the Shares
so purchased to the NASD Dealer in a margin account as security for a loan from
the NASD Dealer in the amount of the Exercise Price, and whereby the NASD
Dealer irrevocably commits upon receipt of such Shares to forward the Exercise
Price directly to the Company; or


(e)                                  by
any combination of the foregoing.











9.             WITHHOLDING TAXES.


9.1           Withholding Generally.  Whenever Shares are to be issued in
satisfaction of Awards granted under this Plan, the Company may require the
Participant to remit to the Company an amount sufficient to satisfy federal,
state and local withholding tax requirements prior to the delivery of any
certificate or certificates for such Shares. 
Whenever, under this Plan, a payment in satisfaction of an Award is to
be made in cash, each such payment will be net of an amount sufficient to
satisfy federal, state, and local withholding tax requirements.


9.2           Stock Withholding.  When, under applicable tax laws, a
Participant incurs tax liability in connection with the exercise or vesting of
any Award that is subject to tax withholding and the Participant is obligated
to pay the Company the amount required to be withheld, the Committee may in its
sole discretion allow the Participant to satisfy the minimum withholding tax
obligation by electing to have the Company withhold from the Shares to be
issued that number of Shares having a Fair Market Value equal to the minimum
amount required to be withheld, determined on the date that the amount of tax
to be withheld is to be determined (the “Tax Date”).  All elections by a Participant to have Shares
withheld for this purpose will be made in writing in a form acceptable to the
Committee and will be subject to the following restrictions:


(a)                                  the
election must be made on or prior to the applicable Tax Date;


(b)                                 once
made, then except as provided below, the election will be irrevocable as to the
particular Shares as to which the election is made;


(c)                                  all
elections will be subject to the consent or disapproval of the Committee;


(d)                                 if
the Participant is an Insider and if the Company is subject to Section 16(b) of
the Exchange Act:  (1) the election may
not be made within six (6) months of the date of grant of the Award, except as
otherwise permitted by SEC Rule 16b-3(e) under the Exchange Act, and (2) either
(A) the election to use stock withholding must be irrevocably made at least six
(6) months prior to the Tax Date (although such election may be revoked at any
time at least six (6) months prior to the Tax Date) or (B) the exercise of the
Option or election to use stock withholding must be made in the ten (10) day
period beginning on the third day following the release of the Company’s quarterly
or annual summary statement of sales or earnings; and


(e)                                  in
the event that the Tax Date is deferred until six (6) months after the delivery
of Shares under Section 83(b) of the Code, the Participant will receive the
full number of Shares with respect to which the exercise occurs, but such
Participant will be unconditionally obligated to tender back to the Company the
proper number of Shares on the Tax Date.


10.          PRIVILEGES OF STOCK OWNERSHIP.


10.1         Voting and Dividends.  No Participant will have any of the rights of
a shareholder with respect to any Shares until the Shares are issued to the
Participant.  After Shares are issued to
the Participant, the Participant will be a shareholder and have all the rights
of a shareholder with respect to such Shares, including the right to vote and
receive all dividends or other distributions made or paid with respect to such
Shares; provided, that if such Shares are Restricted Stock, then any
new, additional or different securities the Participant may become entitled to
receive with respect to such Shares by virtue of a stock dividend, stock split
or any other change in the corporate or capital structure of the Company will
be subject to the same restrictions as the Restricted Stock; provided, further,
that the Participant will have no right to retain such stock dividends or stock
distributions with respect to Shares that are repurchased at the Participant’s
original Purchase Price pursuant to Section 12.


10.2         Financial Statements.  The Company will provide financial statements
to each Participant prior to such Participant’s purchase of Shares under this
Plan, and to each Participant annually during the period such Participant has
Awards outstanding; provided, however, except as required by
applicable law the 











Company will not
be required to provide such financial statements to Participants whose services
in connection with the Company assure them access to equivalent information.


11.          TRANSFERABILITY.  Awards granted under this Plan, and any
interest therein, will not be transferable or assignable by Participant, and
may not be made subject to execution, attachment or similar process, otherwise
than by will or by the laws of descent and distribution or as consistent with
the specific Plan and Award Agreement provisions relating thereto.  During the lifetime of the Participant any
Award granted to such Participant will be exercisable only by such Participant,
and any elections with respect to any such Award, may be made only by such
Participant.


12.          RESTRICTIONS ON SHARES.  At the discretion of the Committee, the
Company may reserve to itself and/or its assignee(s) in the Award Agreement a
right to repurchase a portion of or all Shares held by a Participant following
such Participant’s Termination at any time within ninety (90) days after the
later of Participant’s Termination Date and the date Participant purchases
Shares under this Plan, for cash and/or cancellation of purchase money
indebtedness, at:  (A) with respect to
Shares that are “Vested” (as defined in the Award Agreement), the higher
of:  (l) Participant’s original Purchase
Price, or (2) the Fair Market Value of such Shares on Participant’s Termination
Date, provided, that such right of repurchase (i) must be exercised as
to all such “Vested” Shares unless a Participant consents to the Company’s
repurchase of only a portion of such “Vested” Shares and (ii) terminates when
the Company’s securities become publicly traded; or (B) with respect to Shares
that are not “Vested” (as defined in the Award Agreement), at the Participant’s
original Purchase Price, provided that, for any Participant who is a
non-officer employee immediately prior to such Participant’s Termination, the
right to repurchase at the original Purchase Price lapses at the rate of at
least 20% per year over five (5) years from the date the Shares were purchased
(or from the date of grant of options in the case of Shares obtained pursuant
to a Stock Option Agreement and Stock Option Exercise Agreement).


13.          CERTIFICATES.  All certificates for Shares or other
securities delivered under this Plan will be subject to such stock transfer
orders, legends and other restrictions as the Committee may deem necessary or
advisable, including restrictions under any applicable federal, state or
foreign securities law, or any rules, regulations and other requirements of the
SEC or any stock exchange or automated quotation system upon which the Shares
may be listed or quoted.


14.          ESCROW; PLEDGE OF SHARES.  To enforce any restrictions on a Participant’s
Shares, the Committee may require the Participant to deposit all certificates
representing Shares, together with stock powers or other instruments of
transfer approved by the Committee, appropriately endorsed in blank, with the
Company or an agent designated by the Company to hold in escrow until such
restrictions have lapsed or terminated, and the Committee may cause a legend or
legends referencing such restrictions to be placed on the certificates.


15.          REPRICING
PROHIBITED WITHOUT SHAREHOLDER APPROVAL.  A Repricing (as that term is defined in
Section 23 of this Plan) is prohibited without prior shareholder approval.  Subject to compliance with the provisions of
the immediately preceding sentence regarding a Repricing, the Committee may, at
any time or from time to time:  (a)
authorize the Company, with the consent of the respective Participants, to
issue new Awards in exchange for the surrender and cancellation of any or all
outstanding Awards or (b) buy from a Participant an Award previously granted
with payment in cash, Shares (including Restricted Stock) or other
consideration, based on such terms and conditions as the Committee and the
Participant may agree.  The exercise of
the authority provided in this Section 15 is circumscribed to the extent
necessary to avoid the inadvertent application of the interest and additional
tax provisions of Section 409A of the Code.


16.          SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.  An Award will not be effective unless such
Award is in compliance with all applicable federal and state securities laws,
rules and regulations of any governmental body, and the requirements of any
stock exchange or automated quotation system upon which the Shares may then be
listed or quoted, as they are in effect on the date of grant of the Award and
also on the date of exercise or other issuance. 
Notwithstanding any other provision in this Plan, the Company will have
no obligation to issue or deliver certificates for Shares under this Plan prior
to:  (a) obtaining any approvals from
governmental agencies that the Company determines are necessary or advisable;
and/or (b) completion of any registration or other qualification of such Shares
under any state or federal law or ruling of any governmental body that the
Company determines to be necessary or advisable.  The Company will be under no obligation to
register the 











Shares with the
SEC or to effect compliance with the registration, qualification or listing
requirements of any state securities laws, stock exchange or automated
quotation system, and the Company will have no liability for any inability or
failure to do so.


17.          NO OBLIGATION TO EMPLOY.  Nothing in this Plan or any Award granted
under this Plan will confer or be deemed to confer on any Participant any right
to continue in the employ of, or to continue any other relationship with, the
Company or any Parent or Subsidiary of the Company or limit in any way the
right of the Company or any Parent or Subsidiary of the Company to terminate
Participant’s employment or other relationship at any time, with or without
cause.


18.          CORPORATE TRANSACTIONS.


18.1         Assumption or Replacement of Awards by Successor.  In the event of (a) a dissolution or
liquidation of the Company, (b) a merger or consolidation in which the
Company is not the surviving corporation (other than a merger or consolidation
with a wholly-owned subsidiary, a reincorporation of the Company in a different
jurisdiction, or other transaction in which there is no substantial change in
the shareholders of the Company or their relative stock holdings and the Awards
granted under this Plan are assumed, converted or replaced by the successor
corporation, which assumption will be binding on all Participants), (c) a
merger or consolidation in which the Company is the surviving corporation but
the Company’s shareholders immediately prior to the consummation of the merger
or consolidation (other than any shareholder that merges or consolidates, or
controls another corporation that merges or consolidates, with the Company in
such merger or consolidation) own less than 50% of the surviving corporation
immediately after such merger or consolidation, or (d) the sale of
substantially all of the assets of the Company, any or all outstanding Awards
may be assumed, converted or replaced by the successor corporation (if any),
which assumption, conversion or replacement will be binding on all
Participants.  In the alternative, the
successor corporation may substitute equivalent awards or provide substantially
similar consideration to Participants as was provided to shareholders (after
taking into account the existing provisions of the Awards).  The successor corporation may also issue, in
place of then outstanding Shares held by any Participant, substantially similar
shares or other property subject to repurchase restrictions no less favorable
to such Participant.  In the event such
successor corporation (if any) refuses to assume or substitute Awards, as
provided above, pursuant to a transaction described in this Subsection 18.1,
such Awards will expire on such transaction at such time and on such conditions
as the Board will determine.


18.2         Other Treatment of Awards.  Subject to any greater rights granted to
Participants under the foregoing provisions of this Section 18, in the event of
the occurrence of any transaction described in Section 18.1, any outstanding
Awards will be treated as provided in the applicable agreement or plan of
merger, consolidation, dissolution, liquidation, sale of assets or other “corporate
transaction.”


18.3         Assumption of Awards by the Company.  The Company, from time to time, also may
substitute or assume outstanding awards granted by another company, whether in
connection with an acquisition of such other company or otherwise, by either;
(a) granting an Award under this Plan in substitution of such other company’s
award; or (b) assuming such award as if it had been granted under this Plan if
the terms of such assumed award could be applied to an Award granted under this
Plan.  Such substitution or assumption
will be permissible if the holder of the substituted or assumed award would
have been eligible to be granted an Award under this Plan if the other company
had applied the rules of this Plan to such grant.  In the event the Company assumes an award
granted by another company, the terms and conditions of such award will remain
unchanged (except that the exercise price and the number and nature of
Shares issuable upon exercise of any such option will be adjusted appropriately
pursuant to Section 424(a) of the Code). 
In the event the Company elects to grant a new Option rather than
assuming an existing option, such new Option may be granted with a similarly
adjusted Exercise Price.


19.          SHAREHOLDER APPROVAL.   This Plan shall be approved by the
shareholders of the Company (excluding Shares issued pursuant to this Plan),
consistent with applicable laws, within twelve (12) months before or after the
date this Plan is adopted by the Board. 
Upon the Effective Date, the Board may grant Awards pursuant to this
Plan; provided, however, that: (a) no Option may be exercised
prior to initial shareholder approval of this Plan; (b) no Option granted
pursuant to an increase in the number of Shares subject to this Plan approved
by the Board will be exercised prior to the time such increase has been
approved by the shareholders of the Company; and (c) in the event that
shareholder approval of such increase is not obtained within the time period 











provided herein,
all Awards granted hereunder pursuant to such increase will be canceled, any
Shares issued pursuant to any such Award will be canceled, and any purchase of
Shares pursuant to such increase will be rescinded.  So long as the Company is subject to Section
16(b) of the Exchange Act, the Company will comply with the requirements of
Rule 16b-3 (or its successor), as amended, with respect to shareholder
approval.


20.          TERM OF PLAN/GOVERNING
LAW.  Unless earlier terminated
as provided herein, this Plan will terminate ten (10) years from the date this
Plan is adopted by the Board or, if earlier, the date of shareholder
approval.  This Plan and all agreements
thereunder shall be governed by and construed in accordance with the laws of
the State of California.


21.          AMENDMENT OR TERMINATION OF PLAN.  The Board may at any time terminate or amend
this Plan in any respect, including without limitation amendment of any form of
Award Agreement or instrument to be executed pursuant to this Plan; provided,
however, that the Board will not, without the approval of the
shareholders of the Company, amend this Plan in any manner that requires such
shareholder approval pursuant to the Code or the regulations promulgated
thereunder as such provisions apply to ISO plans, the California Department of
Corporations, or (if the Company is subject to the Exchange Act or Section
16(b) of the Exchange Act) pursuant to the Exchange Act or SEC Rule 16b-3 (or
its successor), as amended, thereunder, respectively.


22.          NONEXCLUSIVITY OF THE PLAN.  Neither the adoption of this Plan by the
Board, the submission of this Plan to the shareholders of the Company for
approval, nor any provision of this Plan will be construed as creating any
limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including, without limitation, the
granting of stock options and bonuses otherwise than under this Plan, and such
arrangements may be either generally applicable or applicable only in specific
cases.


23.          DEFINITIONS.  As used in this Plan, the following terms
will have the following meanings:


“Award” means any award under this Plan,
including any Option, Restricted Stock or Stock Bonus.


“Award Agreement” means, with respect to
each Award, the signed written agreement between the Company and the
Participant setting forth the terms and conditions of the Award.


“Board” means the Board of Directors of the
Company.


“Code” means the Internal Revenue Code of 1986,
as amended.


“Committee” means the committee appointed by the
Board to administer this Plan, or if no such committee is appointed, the Board.


“Company” means Versant Corporation, a California
corporation, or any successor corporation.


“Disability” means a disability, whether
temporary or permanent, partial or total, within the meaning of Section
22(e)(3) of the Code, as determined by the Committee.


“Exchange Act” means the Securities Exchange
Act of 1934, as amended.


“Exercise Price” means the price at which a
holder of an Option may purchase the Shares issuable upon exercise of the
Option.


“Fair Market Value” means, as of any
date, the value of a share of the Company’s Common Stock determined as follows:











(a)                                  if
such Common Stock is then quoted on the Nasdaq National Market or the Nasdaq
SmallCap Market, then its closing price on such market on the date of
determination as reported in The Wall Street Journal;


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


(c)                                  if
none of the foregoing is applicable, by the Committee in good faith.


“Insider” means an officer or director of the
Company or any other person whose transactions in the Company’s Common Stock
are subject to Section 16 of the Exchange Act.


“Option” means an award of an option to purchase
Shares pursuant to Section 5.


“Parent” means any corporation (other than the
Company) in an unbroken chain of corporations ending with the Company, if at
the time of the granting of an Award under this Plan, each of such corporations
other than the Company owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such
chain.


“Participant” means a person who receives an
Award under this Plan.


“Plan” means this Versant Corporation 2005 Equity
Incentive Plan, as amended from time to time.


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


“Restricted Stock Award” means an award
of Shares pursuant to Section 6.


“SEC” means the Securities and Exchange
Commission.


“Securities Act” means the Securities Act of
1933, as amended.


“Shares” means shares of the Company’s Common
Stock reserved for issuance under this Plan, as adjusted pursuant to Sections 2
and 18, and any successor security.


“Stock Bonus” means an award of Shares, or
cash in lieu of Shares, pursuant to Section 7.


“Subsidiary” means any corporation (other than
the Company) in an unbroken chain of corporations beginning with the Company if
each of the corporations other than the last corporation in the unbroken chain
owns stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.


“Termination” or “Terminated”
means, for purposes of this Plan with respect to a Participant, that the
Participant has for any reason ceased to provide services as an employee,
director, independent contractor, consultant, or advisor to the Company or a
Parent or Subsidiary of the Company.  An employee
will not be deemed to have ceased to provide services in the case of
(i) sick leave, (ii) military leave, or (iii) any other leave 











of absence
approved by the Committee, provided, that such leave is for a period of
not more than 90 days, unless reemployment upon the expiration of such leave is
guaranteed by contract or statute or unless provided otherwise pursuant to a
formal policy adopted from time to time by the Company and issued and
promulgated to employees in writing.  In
the case of any employee on an approved leave of absence, the Committee may
make such provisions respecting suspension of vesting of the Option while on
leave from the employ of the Company or a Subsidiary as it may deem
appropriate, except that in no event may an Option be exercised after the
expiration of the term set forth in the Option agreement.  The Committee will have sole discretion to
determine whether a Participant has ceased to provide services and the
effective date on which the Participant ceased to provide services (the “Termination Date”).