EXHIBIT 99.03
VERSANT
CORPORATION
2005 EMPLOYEE STOCK PURCHASE
PLAN
As Adopted June 1, 2005 and as
Amended through April 24, 2009 (2)
1.
Establishment of Plan; Number of
Shares Reserved .
Versant Corporation (the “Company” )
proposes to grant options for purchase of the Company’s
Common Stock to eligible employees of the Company and its
Subsidiaries (as hereinafter defined) pursuant to this Employee
Stock Purchase Plan (this “Plan” ).
For purposes of this Plan, “Parent
Corporation” and
“Subsidiary” (collectively,
“Subsidiaries” ) shall have the same
meanings as “parent corporation” and “subsidiary
corporation” in Sections 424(e) and 424(f),
respectively, of the Internal Revenue Code of 1986, as amended (the
“Code” ). The Company intends this
Plan to qualify as an “employee stock purchase plan”
under Section 423 of the Code (including any amendments to or
replacements of such Section), and this Plan shall be so
construed. Any term not expressly defined in this Plan but
defined for purposes of Section 423 of the Code shall have the
same definition herein. The number of shares of the
Company’s Common Stock reserved for issuance under this Plan
(the “ Reserved Shares ”) shall be the
number of authorized shares of the Company’s Common Stock
reserved for issuance under the Versant Corporation 1996 Employee
Stock Purchase Plan, as amended (the “ Prior Plan
” ) that are not issued under the Prior Plan as of
May 21, 2006 (the termination date of the Prior Plan);
provided , that the number of Reserved Shares shall not
exceed an aggregate of 144,743 Shares, as constituted at the
opening of business on the Effective Date. The number of
shares that are Reserved Shares shall be subject to adjustments
effected in accordance with Section 14 of this
Plan.
2.
Purpose . The purpose of this Plan is to provide
employees of the Company and Subsidiaries designated by the Board
of Directors of the Company (the “Board”
) as eligible to participate in this Plan with a convenient means
of acquiring an equity interest in the Company through payroll
deductions, to enhance such employees’ sense of participation
in the affairs of the Company and Subsidiaries, and to provide an
incentive for continued employment.
3.
Administration
. This Plan shall be
administered by the Compensation Committee appointed by the Board
(the “Committee” ) or the Board. As
used in this Plan, references to the “Committee” or the
“Board” shall mean either the Compensation Committee or
the Board. Subject to the provisions of this Plan and the
limitations of Section 423 of the Code or any successor
provision in the Code, all questions of interpretation or
application of this Plan shall be determined by the Committee and
its decisions shall be final and binding upon all
participants. Members of the Committee shall receive no
compensation for their services in connection with the
administration of this Plan, other than standard fees as
established from time to time by the Board for services rendered by
Board members serving on Board committees. All expenses
incurred in connection with the administration of this Plan shall
be paid by the Company.
4.
Eligibility
. Any employee of the Company
or the Subsidiaries is eligible to participate in an Offering
Period (as hereinafter defined) under this Plan except the
following:
(a)
employees who are not employed by
the Company or Subsidiaries fifteen (15) days before the beginning
of such Offering Period;
(b)
employees who are customarily
employed for less than twenty (20) hours per week;
(c)
employees who are customarily
employed for less than five (5) months in a calendar
year;
(2) Numbers of shares have been
adjusted to reflect the 1-for-10 reverse split of the
Company’s outstanding Common Stock that took effect on
August 22, 2005.
(d)
employees who, together with any
other person whose stock would be attributed to such employee
pursuant to Section 424(d) of the Code, own stock or hold
options to purchase stock possessing five percent (5%) or more of
the total combined voting power or value of all classes of stock of
the Company or any of its Subsidiaries or who, as a result of being
granted an option under this Plan with respect to such Offering
Period, would own stock or hold options to purchase stock
possessing five percent (5%) or more of the total combined voting
power or value of all classes of stock of the Company or any of its
Subsidiaries; and
(e)
individuals who provide services to
the Company or any of its Subsidiaries as independent contractors
who are reclassified as common law employees for any reason
except for federal income and employment tax
purposes.
5.
Offering Dates.
The offering periods of this
Plan (each, an “Offering Period” ) shall
be of twelve (12) months duration commencing on June 1 and
December 1 of each year and ending on the next May 31 and
November 30, respectively, thereafter (with the first such
Offering Period to commence on June 1, 2006 and end on
May 31, 2007). Each Offering Period shall consist of two
(2) six-month purchase periods (individually, a
“Purchase Period” ) during which payroll
deductions of the participants are accumulated under this
Plan. The first business day of each Offering Period is
referred to as the “Offering Date ” and
June 1, 2006 is the “First Offering
Date” . The last business day of each Purchase
Period is referred to as the “Purchase
Date” . The Board shall have the power to
change the duration of Offering Periods or Purchase Periods with
respect to offerings without shareholder approval if such change is
announced at least fifteen (15) days prior to the scheduled
beginning of the first Offering Period or Purchase Period to be
affected.
6.
Participation in this
Plan . Eligible
employees may become participants in an Offering Period under this
Plan on the first Offering Date after satisfying the eligibility
requirements by delivering a subscription agreement to the
Company’s Human Resource Department (the “HR
Department” ) not later than the 15th day of the
month before such Offering Date unless a later time for filing the
subscription agreement authorizing payroll deductions is set by the
Board for all eligible employees with respect to a given Offering
Period. An eligible employee who does not deliver a
subscription agreement to the HR Department by such date after
becoming eligible to participate in such Offering Period shall not
participate in that Offering Period or any subsequent Offering
Period unless such employee enrolls in this Plan by filing a
subscription agreement with the HR Department not later than the
15th day of the month preceding a subsequent Offering Date.
Once an employee becomes a participant in an Offering Period, such
employee will automatically participate in the Offering Period
commencing immediately following the last day of the previous
Offering Period unless the employee withdraws or is deemed to
withdraw from this Plan or terminates further participation in the
Offering Period as set forth in Section 11 below. Such
participant is not required to file any additional subscription
agreement in order to continue participation in this
Plan.
7.
Grant of Option on
Enrollment .
Enrollment by an eligible employee in this Plan with respect to an
Offering Period will constitute the grant (as of the Offering Date)
by the Company to such employee of an option to purchase on the
Purchase Date up to that number of shares of Common Stock of the
Company determined by dividing (a) the amount accumulated in
such employee’s payroll deduction account during such
Purchase Period by (b) the lower of (i) eighty-five
percent (85%) of the fair market value of a share of the
Company’s Common Stock on the Offering Date, or
(ii) eighty-five percent (85%) of the fair market value of a
share of the Company’s Common Stock on the Purchase Date,
provided, however , that the number of shares
of the Company’s Common Stock subject to any option granted
pursuant to this Plan shall not exceed the lesser of (a) the
maximum number of shares set by the Board pursuant to
Section 10(c) below with respect to the applicable
Offering Period, or (b) the maximum number of shares which may
be purchased pursuant to Section 10(b) below with respect
to the applicable Offering Period. The fair market value of a
share of the Company’s Common Stock shall be determined as
provided in Section 8 hereof.
8.
Purchase Price
. The purchase price per share
at which a share of Common Stock will be sold in any Offering
Period shall be eighty-five percent (85%) of the lesser
of:
(a)
the fair market value on the
Offering Date; or
(b)
the fair market value on the
Purchase Date .
For purposes of this Plan, the term
“Fair Market Value” means, as of any date, the
value of a share of the Company’s Common Stock determined as
follows: (i) if such Common Stock is then quoted on the
Nasdaq National Market, or the Nasdaq SmallCap Market, its closing
price on such market on the date of determination as reported in
The Wall Street Journal ; (ii) 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 (iii) if none of the foregoing is applicable,
by the Board in good faith.
9.
Payment Of Purchase Price;
Changes In Payroll Deductions; Issuance Of Shares.
(a)
The purchase price of the shares is
accumulated by regular payroll deductions made during each Offering
Period. The deductions are made as a percentage of the
participant’s compensation in one percent (1%) increments of
not less than two percent (2%), nor greater than ten percent (10%)
or such lower limit as may be set by the Committee from time to
time; with such amounts being calculated in the aggregate by
considering all Offering Periods in which a participant is
participating. Compensation shall mean all W-2 compensation,
including, but not limited to base salary, wages, commissions,
overtime, shift premiums and bonuses, plus draws against
commissions; provided, however , that for purposes of
determining a participant’s compensation, any election by
such participant to reduce his or her regular cash remuneration
under Sections 125 or 401(k) of the Code shall be treated as
if the participant did not make such election. Payroll
deductions shall commence on the first payday following the
Offering Date and shall continue to the end of the Offering Period
unless sooner altered or terminated as provided in this
Plan.
(b)
A participant may lower or increase
the rate of payroll deductions during an Offering Period by filing
with the HR Department a new authorization for payroll deductions,
in which case the new rate shall become effective for the next
payroll period commencing more than fifteen (15) days after the HR
Department’s receipt of the authorization and shall continue
for the remainder of the Offering Period unless changed as
described herein. Such change in the rate of payroll
deductions may be made at any time during an Offering Period, but
not more than one (1) change may be made effective during any
Purchase Period. A participant may increase or decrease the
rate of payroll deductions for any subsequent Offering Period by
filing with the HR Department a new authorization for payroll
deductions not later than the 15th day of the month before the
beginning of such Offering Period.
(c)
All payroll deducti
