8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):  June 10, 2005

VERSANT CORPORATION

(Exact name of Registrant as Specified in its Charter)

California

(State or Other Jurisdiction of Incorporation)

000-28540	94-3079392
(Commission File Number)	(I.R.S. Employer Identification Number)

6539 Dumbarton Circle
Fremont California 94555

(Address of Principal Executive Offices, including Zip Code)

(510) 789-1500

(Registrant’s Telephone Number, including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2 below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Item 1.01:Entry into a Material Definitive Agreement

On June 14, 2005, Versant announced in a press release a restructuring plan.  As part of that plan, Versant also announced that Nick Ordon, Versant’s Chairman of the Board, Chief Executive Officer and President, and Lee McGrath, Versant’s Vice President, Finance & Administration, Chief Financial Officer and Secretary, would each resign from these positions effective immediately after June 14, 2005 and that Jochen Witte, Versant’s President, European Operations, would become Versant’s Chief Executive Officer, President and Chief Financial Officer effective June 15, 2005.

 In connection with the termination of Mr. Ordon’s and Mr. McGrath’s employment with Versant, each of them entered into a separation agreement with Versant dated as of June 14, 2005.  These separation agreements provide that Mr. Ordon’s and Mr. McGrath’s employment with Versant will terminate in June 2005 and provide that each former officer will, during his severance period, receive severance payments equal to the payments that would have been made as his current base salary in installments at regular pay periods as well as payment by Versant of premiums to continue his coverage under Versant’s medical plans.  In addition, each officer is allowed additional time during his severance period to exercise any of his Versant stock options that are vested at the date the officer’s employment terminates.  Mr. Ordon’s severance period runs from his termination date through March 12, 2006 and Mr. McGrath’s severance period runs from his terminate date through February 28, 2006. In consideration of this severance and other agreements, Mr. Ordon and Mr. McGrath each granted Versant a full general release, agreed to certain non-competition and non-solicitation covenants during the severance period and agreed to provide certain consulting services to Versant during the severance period.  Mr. Ordon’s consulting obligation is to perform up to 40 hours per week of services for Versant through June 30, 2005 and thereafter up to 10 hours per month.  Mr. McGrath’s consulting obligation is to provide up to 40 hours of consulting services per week through August 31, 2005 and thereafter up to 10 hours per month. A breach of an officer’s obligations under his separation agreement is grounds for Versant to terminate his severance compensation.

In connection with his assuming the offices of Chief Executive Officer, President and Chief Financial Officer of Versant, Mr. Witte’s existing employment agreement was modified effective June 15, 2005 to increase his annual salary rate to $270,000 per annum and to increase his annual target bonus amount to a potential maximum of $150,000.

These agreements were approved in principle at a meeting of Versant’s Board of Directors held on June 10, 2005.  The separation agreements with Messrs. Ordon and McGrath were not reduced to final terms until June 14, 2005.  Mr. Witte’s new compensation package has not been reduced to  a written agreement.

Item 1.02:Termination of a Material Definitive Agreement.

In connection with the termination of their employment with Versant, the existing employment arrangements of Nick Ordon, Versant’s former Chairman of the Board, Chief Executive Officer and President, and of Lee McGrath, Versant’s former Vice President, Finance 

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& Administration, Chief Financial Officer and Secretary, were terminated as of June 14, 2005 and the parties entered into the separation agreements described in Item 1.01 above.

In connection with his assuming the offices of Chief Executive Officer, President and Chief Financial Officer of Versant, Mr. Witte’s existing employment agreement was modified effective June 15, 2005 and changed to increase his annual salary rate to $270,000 per annum and to increase his annual target bonus amount to a potential maximum of  $150,000.

Item 2.05: Costs Associated with Exit or Disposal Activities.

As announced in Versant’s press release dated June 14, 2005, on June 10, 2005, Versant committed to a multi-element restructuring plan designed to refocus Versant on its core object database business, obtain significant cost savings and improve the Company’s operating results.  The key elements of the plan include short-term consolidations at both the executive and operational level.  These short-term consolidations of personnel are currently expected to be completed by August 31, 2005.  Other elements of the restructuring plan have not yet been reduced to sufficient specificity to enable Versant to determine when such elements may be completed.

At this time Versant is unable in good faith to determine estimates of (i) the total amount or range of amounts expected to be incurred in connection with the action, (ii) the total amount or range of amounts expected to be incurred in connection with the action, or (iii) the amount or range of amounts of the charge that will result in future cash expenditures.

Item 5.02.Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b)Departure of Officers and Director.  On June 10, 2005 the Board of Directors of Versant and Nick Ordon (Versant’s Chairman of the Board, Chief Executive Officer and President) and Lee McGrath (Versant’s Vice President, Finance & Administration, Chief Financial Officer and Secretary) mutually agreed that: (i) Mr. Ordon and Mr. McGrath would each resign from these positions and offices effective immediately after June 14, 2005; (ii) Mr. Ordon would resign from Versant’s Board of Directors effective June 15, 2005 and would not stand for re-election to the Board at Versant’s 2005 annual meeting of shareholders; and (iii) Mr. Ordon’s and Mr. McGrath’s employment with Versant would terminate in June 2005.   Mr. Ordon’s resignation from the Board of Directors was not due to any disagreement by him with Versant’s operations, policies or practices.

Appointment of Principal Officer.  In connection with Mr. Ordon’s and Mr. McGrath’s termination, on June 10, 2005, Versant’s Board of Directors appointed Jochen Witte, formerly Versant’s President of European Operations, to the positions of Chief Executive Officer, President and Chief Financial Officer of Versant, effective June 15, 2005.  In connection with his assuming these new offices, Mr. Witte’s employment arrangement with Versant has been changed to increase his annual salary rate to $270,000 per annum and to increase his annual target bonus amount to a potential maximum of $150,000.  Mr. Wittehas served as Versant’s President, European Operations since joining Versant in March 2004 following Versant’s merger with Poet Holdings, Inc.  Mr. Witte is also a member of Versant’s Board of Directors.  Prior to

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joining Versant, Mr. Witte was the Chief Executive Officer of Poet Holdings Inc., a publicly held company which he co-founded in 1993 that Versant acquired in March 2004.  Mr. Witte initially worked as Poet’s Managing Director of Germany and became Poet’s Chief Financial Officer in 1999 when Poet went public. Prior to working with Poet, Mr. Witte was employed by BKS Software, where he rose to Managing Director after beginning with responsibility for sales and training.  Mr. Witte received a degree in Business Administration from the Berlin Technical University and also attended the University of Wales as an exchange student.

In connection with Versant’s merger with Poet that was completed in March 2004, certain of Poet’s directors and officers, including Mr. Witte and his spouse, entered into voting agreements with Versant and Poet.  Pursuant to these voting agreements, they agreed to vote all of their shares of Poet common stock in favor of the merger agreement and related matters and against certain inconsistent proposals, and granted irrevocable proxies to Versant to vote their shares of Poet common stock subject to such voting agreements in accordance therewith.

In connection with the completion of the merger with Poet, a German affiliate of Versant entered into an employment agreement with Mr. Witte, then President and Chief Executive Officer of Poet, pursuant to which Versant agreed to appoint Mr. Witte as Versant’s President of European Operations after consummation of the merger. The term of his employment agreement is a period of three years beginning on April 1, 2004, and the agreement provided that Mr. Witte was to receive an annual base salary of EURO 150,000 and a target bonus of EURO 75,000 connected to the performance of Versant’s European operations, in addition to other benefits. Under the terms of this agreement with Mr. Witte, if Versant terminates Mr. Witte’s employment without cause it must continue to pay him his salary for the remaining term of the agreement.  In addition, under the merger agreement with Poet, Versant agreed to appoint Mr. Witte, who was a director of Poet prior to the merger, to serve on the board of directors of Versant and Poet following the merger.  Pursuant to the merger agreement, Versant agreed to assume and perform the obligations of Poet, subject to certain exceptions, under any indemnification agreements that existed as of the date of the merger agreement with any individual who was an executive officer or director of Poet as of that date, including any indemnification agreement with Mr. Witte.

Upon completion of the merger in March 2004, Versant assumed all outstanding Poet stock options, including options to purchase 280,000 shares and 4,900 shares of Versant Common Stock then held by Mr. Witte and his spouse, respectively.

(d)Election of Director.  The seat on Versant’s Board of Directors left vacant by Mr. Ordon’s resignation from the Board has been filled by the Board’s appointment of Bernhard Woebker, a former member of Versant’s Board of Directors, to the Board, effective as of June 15, 2005.  Mr. Woebker will stand for election to the Board at the 2005 annual meeting of shareholders, which is currently expected to be held in August 2005.

Versant currently has a verbal consulting arrangement with Mr. Woebker pursuant to which he provides strategic consulting services to the company. Pursuant to this arrangement, Versant compensates Mr. Woebker with a monthly consulting fee of $5,000 plus reimbursement for travel expenses related to these consulting activities.  In addition, in February 2004, Versant paid Mr. Woebker a director’s fee of $50,000 for his services as Chairman of the Strategic Opportunities Committee of Versant’s Board of Directors.

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Item 9.01:  Financial Statements and Exhibits

(c)Exhibits.

Exhibit Number	Description
10.01	Separation Agreement dated June 14, 2005 between Versant Corporation and Nick Ordon
10.02	Separation Agreement dated June 14, 2005 between Versant Corporation and Lee McGrath

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VERSANT CORPORATION
Date: June 16, 2005	By: /s/ Jochen Witte
	Jochen Witte, Chief Executive Officer

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Exhibit Index

Exhibit Number	Description
10.01	Separation Agreement dated June 14, 2005 between Versant Corporation and Nick Ordon
10.02	Separation Agreement dated June 14, 2005 between Versant Corporation and Lee McGrath

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EX-10.01

EXHIBIT 10.01

June 14, 2005

Mr. Nick Ordon

c/o Versant Corporation

6539 Dumbarton Circle

Fremont, CA  94555

Re:      Agreement Regarding Terms of Your Separation and General Release

Dear Nick:

This letter agreement confirms the agreement (this “Agreement”) between you and Versant Corporation (“Versant”) concerning the terms of your agreement to resign as an officer and director of Versant and 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 and your compliance with the other provisions of this Agreement, including the terms 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 and relationship with Versant, and the termination of your employment with Versant.

1.Separation Date.  Versant and you have mutually agreed that (i) you will cease to be the Chairman of the Board, President and Chief Executive Officer of Versant or to hold any other office of Versant or any of its subsidiaries (and you hereby resign from each of those offices) effective as of June 15, 2005 and (ii) your employment with Versant in all capacities, positions and offices will be terminated effective as of Friday, June 24, 2005 (the “Separation Date”).  Therefore you will cease to be an employee of Versant or any subsidiary of Versant on the Separation Date.  You also agree to submit your written resignation from Versant’s Board of Directors (and from the board of directors of any subsidiary of Versant), effective as of June 15, 2005, by signing and delivering the resignation letter attached hereto as Appendix 1 concurrently with your signature and delivery of this Agreement.  You confirm that you are not resigning as a director due to any disagreement with Versant on any matter relating to Versant’s operations, policies or practices.

2.Payment of Wages; Continuation of Health Benefits.  On or before the Separation Date, Versant will deliver to you your final paycheck, which will be for an amount not to exceed a maximum of $9,136.25 (the “Final Paycheck Amount”).  You agree that the Final Paycheck Amount shall be equal to all your accrued salary, any reimbursable expenses, all

your accrued but unused vacation pay and any similar payments due and owing to you from Versant as of the Separation Date, net of all tax withholdings and other required payroll deductions from these payments. By signing below, you acknowledge and agree that, except for the Final Paycheck Amount payable on the Separation Date, Versant does not owe you any bonus or any other amounts except as expressly provided for in Section 4 of this Agreement. You will be eligible to continue coverage under Versant’s group health plan under COBRA, with Versant to pay for such continued coverage solely to the extent provided in Section 4 below, provided you timely request such continued coverage under COBRA after receiving formal notice of your right to do so.

3.Your Versant Stock Options.  You acknowledge and agree that, assuming no exercise by you of any Versant stock options now held by you prior to the Separation Date, and assuming your continuous employment with Versant through the Separation Date, on the Separation Date you will hold the vested and unexercised options to purchase shares of Versant Common Stock listed on Exhibit A attached hereto (“Exhibit A”) and initialed by you (“your Versant options”), which on the Separation Date will be vested and exercisable only to the extent shown on such Exhibit A.  You acknowledge and agree with Versant, and represent to Versant, that: (i) the information in Exhibit A regarding your Versant options is correct and complete; (ii) the stock options listed in Exhibit A are the only options to purchase Versant stock that you hold; (iii) you hold no other options, warrants or any other rights to purchase or otherwise acquire any shares of the capital stock or any other securities of Versant, including any such rights under Versant’s 1996 Employee Stock Purchase Plan, as amended (the “ESPP Plan”); and (iv) you are not currently a participant, nor will you become a participant, in the ESPP Plan.  You agree that, in accordance with the terms of your Versant options, the vesting of the right to exercise your Versant options will continue only through the Separation Date, at which time and date vesting of the right to exercise your Versant options will immediately cease and terminate.

In consideration of your agreements and the releases granted by you under this Agreement, and provided that (and for so long as) you comply with and do not breach your consulting obligations under Section 5 hereof and the release granted by you under Section 8 hereof, and subject to the provisions of Section 7 hereof, you will be given the right to exercise your Versant options that are fully vested as of the Separation Date until March 12, 2006, the date on which your consulting obligations under Section 5 of this Agreement will terminate,at which time your Versant options will expire and terminate and cease to be exercisable.  Except as expressly provided in this Section 3, nothing in this Agreement will change any of the terms or conditions of your Versant options or of any plan under which any of your Versant options were granted.

4.Severance Compensation:  In exchange for your agreement to the release and waiver of claims set forth in Section 8 below and your other agreements herein, in addition to the payments referred to in Section 2 above, and subject to the provisions of Section 7 and Section 14 below and for so long as you continue to comply with all the provisions of this Agreement, Versant agrees:  (a)  to continue to pay you as severance payment, until March 12, 2006 (the “Severance Expiration Date”) an amount in cash each month (pro-rated for any partial month) at a rate equal to your current monthly base salary of $22,500.00 (less applicable state and federal tax and other payroll withholding deductions), payable in installments on each of Versant’s

regular payroll payment dates; (b) to pay for the continuance of your existing coverage under Versant’s health and medical insurance plans as permitted by COBRA until the Severance Expiration Date; (c) to buy out the lease on the laptop personal computer currently used by you (which is an IBM Thinkpad personal computer, Serial No. FX05563) and transfer ownership thereof to you as promptly as reasonably practicable after the Separation Date, but only if such a buy out of the lease is permitted under the terms of such lease and all confidential and proprietary information regarding Versant is first removed from the hard drive of such computer; and (d) to continue to provide you with the email and Blackberry messaging service you currently receive from Versant until the Severance Expiration Date (the compensation described in clause (a), (b) (c) and (d) of this Section 4 being collectively referred to in this Agreement as the “Severance”).

5.Consulting Obligation.  Subject to the terms and conditions of this Section 5 and Section 14 below, in consideration of the agreements of Versant under this Agreement, you hereby agree with Versant that, from the Separation Date through the Severance Expiration Date, you will make yourself available to, and will provide, consulting services and advice to Versant as an independent consultant with respect to transition matters concerning Versant’s business and operations (a) for up to forty (40) hours per week as requested by Versant’s Chief Executive Officer until June 30, 2005 and (b) after June 30, 2005 until the Severance Expiration Date, for up to ten (10) hours per month as requested by Versant’s Chief Executive Officer (the “Consulting Services”).  You agree that the Severance and the agreements of Versant under Section 3 will constitute the only compensation that you will be entitled to receive for the Consulting Services. 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.  You agree that your duties of confidentiality under your Employee Invention Agreement (as defined below) and under Section 6 below will continue to apply to any Proprietary Information (as defined in that agreement) or other confidential information of Versant which you learn or have access to in the course of your providing the Consulting Services.

6.Confidential Information.  You hereby acknowledge that you now are bound by, and after the Separation Date you will continue to be bound by, your Employee Invention Assignment and Confidentiality Agreement with Versant dated as of January 7, 1998 (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). You hereby confirm and agree that you will hold in strictest confidence and not disclose all Proprietary Information (including but not limited to any Proprietary Information which you learn or to which you are provided access in the course of your providing the Consulting Services pursuant to Section 5 above), and that you will not make use of any 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.  Nothing herein will prevent Versant from disclosing this Agreement.

7.Non-Competition and Non-Solicitation.  As a material consideration for the Severance, and in addition to any similar obligations you have under the Employee Invention Agreement, you hereby specifically agree with Versant that, during any period of time in which

you are receiving Severance from Versant under Section 4 hereof, you shall not, directly or indirectly:   (a) engage in any Competing Business (as defined below); or (b) solicit or induce any of the employees, independent contractors or agents of Versant or any of its subsidiaries to end or diminish their relationships with or 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 person or entity. 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.  A “Competing Business” means the business of developing, supporting, marketing, distributing, licensing, or otherwise providing database management software or related maintenance, support or consulting services. You agree with Versant that, before you commence any employment or other services for any company or business (other than Versant) during any period of time in which you are receiving Severance from Versant under Section 4 hereof, you will first notify Versant in writing of the specific nature of such employment or other services and the identity of the company or business for whom you will provide such services or be employed by (the “Employment Notice”) so that Versant may decide whether it believes that such services or employment will constitute a Competing Business.  In the event that you engage in a Competing Business, you will immediately cease to be entitled to receive any further Severance and your right to exercise your Versant options will immediately terminate.  Provided you have complied with your obligation to give Versant the Employment Notice, if you thereafter engage in a Competing Business described in an Employment Notice you will not be deemed to be in breach of this Section 7 so long as you promptly reimburse Versant for any Severance you received to which you are not entitled under this Section 7.  Nothing in this Section 7 is intended to modify your consulting obligations under Section 5 hereof.  In addition, nothing in this Agreement is intended to release you from any of your obligations under the Employee Invention Agreement or from any other fiduciary or other duty (at law or otherwise) to refrain from disclosing or using (or permitting others to use) any confidential or proprietary information or technology of Versant or any trade secrets of Versant.

8.General Release and Waiver of Claims.

(a)Waiver and General Release.  The payments and promises of Versant set forth in this Agreement are being paid and made by Versant 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 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, shareholders, agents, attorneys and representatives of Versant and its subsidiaries and affiliates (Versant, together with its successors, assigns, subsidiaries, affiliates, and such past and present employees, officers, directors, shareholders, 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 or other relationship with Versant, or the termination of your employment with Versant; provided, however, that notwithstanding the foregoing, the foregoing release and discharge will not release or discharge Versant from: (i) any of its unperformed express obligations to you under this Agreement; (ii) Versant’s obligations with respect to your Versant options as provided in Section 3 of this Agreement; or (iii) any

rights you may have to indemnification or advancement of expenses from Versant under Versant’s bylaws or under any written indemnity agreement entered into by you and Versant that is in effect on the Separation Date.  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, violation of public policy, defamation, physical injury, emotional distress, claims 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 has availed himself 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.

(d)Confirmation.  As a condition of receiving the Severance after your employment terminates on June 24, 2005 you will deliver to Versant a written confirmation (reasonably satisfactory to Versant in form and substance) that the above release shall additionally extend to and cover any and all events occurring after the date of this letter and through June 24, 2005.

9.Arbitration; Attorneys’ Fees.  Except for claims for injunctive relief or the remedy of specific performance or other equitable remedies arising out of the Employee Invention Agreement or this Agreement (for which you or 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.  Any such arbitration shall be mandatory and shall be conducted in Santa Clara County, California before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator’s decision shall be final and binding and may be enforced by any court of competent jurisdiction.  If any action at law or in equity is brought to enforce the terms of this Agreement, 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.

10.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.

11.Entire Agreement: This Agreement, the Employee Invention Agreement and the terms of your Versant options and the option plan or plans they were granted under together constitute the entire agreement and understanding between you and Versant with respect to the subject matter of this document and together supersede 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 Agreement.

12.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.

13.Period to Review Agreement.  You acknowledge that this Agreement was presented to you on June 14, 2005, and that you are entitled to have up to twenty-one (21) days within which to consider this Agreement. 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.

14.Revocation of Agreement; Effective Date of Agreement. You understand that you may revoke this 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 payments described in Section 4 and any extension of time to exercise any of your Versant stock options under Section 3) 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 (8^th) day after you sign this Agreement, but no earlier than your Separation Date, which is June 24, 2005.

15.Directors’ and Officers’ Liability Insurance. To the extent, and only for so long as, Versant maintains directors’ and officers’ liability insurance (“D&O Insurance”) during the Follow-on Period (as defined below), Versant will not affirmatively and specifically exclude you from the definition of covered “directors and officers” and/or “insured person” under such D&O Insurance, if any, that otherwise covers Versant’s prior officers and/or directors generally except to the extent that Versant determines that it is reasonably appropriate to do so in order to (i) 

obtain such D&O Insurance and/or (ii) to obtain such D&O Insurance at rates or premiums that are determined to be reasonable by Versant’s Board of Directors.  The “Follow-on Period” means that period of time beginning upon the date of this Agreement and ending on the earlier of  (i) two (2) years from the date of this Agreement or (ii) the date on which (A) Versant is acquired in a merger or consolidation transaction after which the shareholders of Versant immediately prior to such transaction cease to own a majority of the voting power of the surviving entity of such transaction, (B) Versant sells or otherwise disposes of all or substantially all of its assets or (C) Versant liquidates or dissolves.

16.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 June 14, 2005.

PLEASE REVIEW THIS AGREEMENT CAREFULLY. THIS AGREEMENT CONTAINS A WAIVER OF KNOWN AND UNKNOWN CLAIMS.

Very truly yours,

VERSANT CORPORATION

Name:

By:

Title:

READ, UNDERSTOOD AND AGREED TO:

Nick Ordon

Attachment:

Exhibit A:Table of Your Versant Options

Appendix 1

June 14, 2005

The Board of Directors

Versant Corporation

6539 Dumbarton Circle

Fremont, CA  94555

Re:My Resignation from the Board of Directors of Versant Corporation

Gentlemen:

I am signing and delivering to you this letter in order to submit my irrevocable resignation from the Board of Directors of Versant Corporation (and from the board of directors of any subsidiary of Versant Corporation of which I am a member), effective as of June 15, 2005.  I am are not resigning due to any disagreement with Versant Corporation on any matter relating to Versant’s operations, policies or practices.

I understand that Versant Corporation and its Board of Directors will be entitled to rely upon this resignation letter.

Sincerely,

Nick Ordon

EX-10.02

EXHIBIT 10.02

June 14, 2005

Mr. Lee McGrath

c/o Versant Corporation

6539 Dumbarton Circle

Fremont, CA  94555

Re:Agreement Regarding Terms of Your Separation and General Release

Dear Lee:

This letter agreement confirms the agreement (this “Agreement”) between you and Versant Corporation (“Versant”) concerning the terms of your agreement to resign as an officer of Versant and 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 and your compliance with the other provisions of this Agreement, including the terms 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 and relationship with Versant, and the termination of your employment with Versant.

1.Separation Date.  Versant and you have mutually agreed that your employment with Versant in all capacities, positions and offices will be terminated effective as of June 15, 2005 (the “Separation Date”) and therefore you will cease to be an officer of Versant or any subsidiary of Versant on the Separation Date.  If you are a member of the board of directors of any subsidiary of Versant you also hereby agree that you are resigning from such directorship effective as of the Separation Date.

2.Payment of Wages; Continuation of Health Benefits.  On or before the Separation Date, Versant will deliver to you your final paycheck, which will be for an amount not to exceed a maximum of $5,971.80 (the “Final Paycheck Amount”).  You agree that the Final Paycheck Amount shall be equal to all your accrued salary, any reimbursable expenses, all your accrued but unused vacation pay and any similar payments due and owing to you from Versant as of the Separation Date, net of all tax withholdings and other required payroll deductions from these payments. By signing below, you acknowledge and agree that, except for the Final Paycheck Amount payable on the Separation Date, Versant does not owe you any bonus or any other amounts except as expressly provided for in Section 4 of this Agreement.  You will be eligible to continue coverage under Versant’s group health plan under COBRA, with Versant to pay for such continued coverage solely to the extent provided in Section 4 below, provided you timely request such continued coverage under COBRA after receiving formal notice of your right to do so.

3.Your Versant Stock Options.  You acknowledge and agree that, assuming no exercise by you of any Versant stock options now held by you prior to the Separation Date, and assuming your continuous employment with Versant through the Separation Date, on the Separation Date you will hold the vested and unexercised options to purchase shares of Versant Common Stock listed on Exhibit A attached hereto (“Exhibit A”) and initialed by you (“your Versant options”), which on the Separation Date will be vested and exercisable only to the extent shown on such Exhibit A.  You acknowledge and agree with Versant, and represent to Versant, that: (i) the information in Exhibit A regarding your Versant options is correct and complete; (ii) the stock options listed in Exhibit A are the only options to purchase Versant stock that you hold; (iii) you hold no other options, warrants or any other rights to purchase or otherwise acquire any shares of the capital stock or any other securities of Versant, including any such rights under Versant’s 1996 Employee Stock Purchase Plan, as amended (the “ESPP Plan”); and (iv) you are not currently a participant, nor will you become a participant, in the ESPP Plan.  You agree that, in accordance with the terms of your Versant options, the vesting of the right to exercise your Versant options will continue only through the Separation Date, at which time and date vesting of the right to exercise your Versant options will immediately cease and terminate.

In consideration of your agreements and the releases granted by you under this Agreement, and provided that (and for so long as) you comply with and do not breach your consulting obligations under Section 5 hereof and the release granted by you under Section 8 hereof, and subject to the provisions of Section 7 hereof, you will be given the right to exercise your Versant options that are fully vested as of the Separation Date until February 28, 2006, the date on which your consulting obligations under Section 5 of this Agreement will terminate,at which time your Versant options will expire and terminate and cease to be exercisable.  Except as expressly provided in this Section 3, nothing in this Agreement will change any of the terms or conditions of your Versant options or of any plan under which any of your Versant options were granted.

4.Severance Compensation.  In exchange for your agreement to the release and waiver of claims set forth in Section 8 below and your other agreements herein, in addition to the payments referred to in Section 2 above, and subject to the provisions of Section 7 and Section 14 below and for so long as you continue to comply with all the provisions of this Agreement, Versant agrees:  (a)  to continue to pay you as a severance payment, until February 28, 2006 (the “Severance Expiration Date”) an amount in cash each month (pro-rated for any partial month) at a rate equal to your current monthly base salary of $16,666.66 (less applicable state and federal tax and other payroll withholding deductions), payable in installments on each of Versant’s regular payroll payment dates; (b) to pay for the continuance of your existing coverage under Versant’s health and medical insurance plans as permitted by COBRA until the Severance Expiration Date; (c)  to buy out the lease on the laptop personal computer currently used by you (which is an IBM Thinkpad personal computer, Serial No. FX05576) and transfer ownership thereof to you as promptly as reasonably practicable after the Separation Date, but only if such a buy out of the lease is permitted under the terms of such lease and all confidential and proprietary information regarding Versant is first removed from the hard drive of such computer; and (d) to continue to provide you with the email and Blackberry messaging service you currently receive from Versant until the Severance Expiration Date (the compensation described in clause (a), (b), (c) and (d) of this Section 4 being collectively referred

to in this Agreement as the “Severance”).

5.Consulting Obligation.  Subject to the terms and conditions of this Section 5 and Section 14 below, in consideration of the agreements of Versant under this Agreement, you hereby agree with Versant that, from the Separation Date through the Severance Expiration Date, you will make yourself available to, and will provide, consulting services and advice to Versant as an independent consultant with respect to transition matters concerning Versant’s business and operations (a) for up to forty (40) hours per week as requested by Versant’s Chief Executive Officer until August 31, 2005 and (b) after August 31, 2005 until the Severance Expiration Date, for up to ten (10) hours per month as requested by Versant’s Chief Executive Officer (the “Consulting Services”).  You agree that the Severance and the agreements of Versant under Section 3 will constitute the only compensation that you will be entitled to receive for the Consulting Services. You will not incur, nor be reimbursed for, any out-of-pocket or other expenses in performing the Consulting Services unless Versant approves such expenses in advance in a writing signed by Versant’s Chief Executive Officer.  You agree that your duties of confidentiality under your Employee Invention Agreement (as defined below) and under Section 6 below will continue to apply to any Proprietary Information (as defined in that agreement) or other confidential information of Versant which you learn or have access to in the course of your providing the Consulting Services.

6.Confidential Information.  You hereby acknowledge that you now are bound by, and after the Separation Date you will continue to be bound by, your Employee Invention Assignment and Confidentiality Agreement with Versant dated as of July 14, 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). You hereby confirm and agree that you will hold in strictest confidence and not disclose all Proprietary Information (including but not limited to any Proprietary Information which you learn or to which you are provided access in the course of your providing the Consulting Services pursuant to Section 5 above), and that you will not make use of any 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.  Nothing herein will prevent Versant from disclosing this Agreement.

7.Non-Competition and Non-Solicitation.  As a material consideration for the Severance, and in addition to any similar obligations you have under the Employee Invention Agreement, you hereby specifically agree with Versant that, during any period of time in which you are receiving Severance from Versant under Section 4 hereof, you shall not, directly or indirectly:  (a) engage in any Competing Business (as defined below); or (b) solicit or induce any of the employees, independent contractors or agents of Versant or any of its subsidiaries to end or diminish their relationships with or 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 person or entity. 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.  A “Competing Business” means the business of developing, supporting, marketing, distributing, licensing, or otherwise providing database management software or related maintenance, support or consulting services.  You agree with Versant that, before you commence any employment or

other services for any company or business (other than Versant) during any period of time in which you are receiving Severance from Versant under Section 4 hereof, you will first notify Versant in writing of the specific nature of such employment or other services and the identity of the company or business for whom you will provide such services or be employed by (the “Employment Notice”) so that Versant may decide whether it believes that such services or employment will constitute a Competing Business.  In the event that you engage in a Competing Business, you will immediately cease to be entitled to receive any further Severance and your right to exercise your Versant options will immediately terminate.  Provided you have complied with your obligation to give Versant the Employment Notice, if you thereafter engage in a Competing Business described in an Employment Notice you will not be deemed to be in breach of this Section 7 so long as you promptly reimburse Versant for any Severance you received to which you are not entitled under this Section 7.  Nothing in this Section 7 is intended to modify your consulting obligations under Section 5 hereof.  In addition, nothing in this Agreement is intended to release you from any of your obligations under the Employee Invention Agreement or from any other fiduciary or other duty (at law or otherwise) to refrain from disclosing or using (or permitting others to use) any confidential or proprietary information or technology of Versant or any trade secrets of Versant.

8.General Release and Waiver of Claims.

(a)Waiver and General Release.  The payments and promises of Versant set forth in this Agreement are being paid and made by Versant 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 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, shareholders, agents, attorneys and representatives of Versant and its subsidiaries and affiliates (Versant, together with its successors, assigns, subsidiaries, affiliates, and such past and present employees, officers, directors, shareholders, 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 or other relationship with Versant, or the termination of your employment with Versant; provided, however, that notwithstanding the foregoing, the foregoing release and discharge will not release or discharge Versant from: (i) any of its unperformed express obligations to you under this Agreement; (ii) Versant’s obligations with respect to your Versant options as provided in Section 3 of this Agreement; or (iii) any rights you may have to indemnification or advancement of expenses from Versant under Versant’s bylaws or under any written indemnity agreement entered into by you and Versant that is in effect on the Separation Date.  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, violation of public policy, defamation, physical injury, emotional distress, claims 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 has availed himself 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.

9.Arbitration; Attorneys’ Fees.  Except for claims for injunctive relief or the remedy of specific performance or other equitable remedies arising out of the Employee Invention Agreement or this Agreement (for which you or 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.  Any such arbitration shall be mandatory and shall be conducted in Santa Clara County, California before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator’s decision shall be final and binding and may be enforced by any court of competent jurisdiction.  If any action at law or in equity is brought to enforce the terms of this Agreement, 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.

10.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.

11.Entire Agreement: This Agreement, the Employee Invention Agreement and the terms of your Versant options and the option plan or plans they were granted under together constitute the entire agreement and understanding between you and Versant with respect to the subject matter of this document and together supersede 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 Agreement.

12.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.

13.Period to Review Agreement.  You acknowledge that this Agreement was presented to you on June 14, 2005, and that you are entitled to have up to twenty-one (21) days within which to consider this Agreement. 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.

14.Revocation of Agreement; Effective Date of Agreement. You understand that you may revoke this 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 payments described in Section 4 and any extension of time to exercise any of your Versant stock options under Section 3) 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 (8^th) day after you sign this Agreement, but no earlier than your Separation Date, which is June 15, 2005.

15.Directors’ and Officers’ Liability Insurance. To the extent, and only for so long as, Versant maintains directors’ and officers’ liability insurance (“D&O Insurance”) during the Follow-on Period (as defined below), Versant will not affirmatively and specifically exclude you from the definition of covered “directors and officers” and/or “insured person” under such D&O Insurance, if any, that otherwise covers Versant’s prior officers and/or directors generally except to the extent that Versant determines that it is reasonably appropriate to do so in order to (i) obtain such D&O Insurance and/or (ii) to obtain such D&O Insurance at rates or premiums that are determined to be reasonable by Versant’s Board of Directors.  The “Follow-on Period” means that period of time beginning upon the date of this Agreement and ending on the earlier of  (i) two (2) years from the date of this Agreement or (ii) the date on which (A) Versant is acquired in a merger or consolidation transaction after which the shareholders of Versant immediately prior to such transaction cease to own a majority of the voting power of the surviving entity of such transaction, (B) Versant sells or otherwise disposes of all or substantially all of its assets or (C) Versant liquidates or dissolves.

16.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 June 14, 2005.

PLEASE REVIEW THIS AGREEMENT CAREFULLY. THIS AGREEMENT CONTAINS A WAIVER OF KNOWN AND UNKNOWN CLAIMS.

Very truly yours,

VERSANT CORPORATION

Name:

By:

Title:

READ, UNDERSTOOD AND AGREED TO:

Lee McGrath

Attachment:

Exhibit A:Table of Your Versant Options