PART A :

Employment With Versant

Employee’s employment with Versant shall be subject to and governed by the provisions of this Part A and, as applicable, Part C of this Agreement:

§ 1A:       Employment; Duties.   Subject to the terms and conditions of this Agreement, Versant hereby employs Employee, and Employee hereby accepts employment, as Versant’s Chief Executive Officer and President, reporting to Versant’s Board of Directors (the “ Versant Board ”), and Employee agrees that, in that capacity, Employee shall be an “exempt” employee within the meaning of California law.  Employee shall perform his services as Versant’s Chief Executive Officer and President subject to the supervision and direction of the Versant Board (or any committee thereof) and shall have such responsibilities, duties and authority as are consistent with those offices. In addition, Employee shall have such other duties as the Versant Board may direct and may be asked to hold additional management positions within the Versant group of companies without additional compensation ( except for the compensation paid to Employee for his service as Managing Director of Versant Germany, which shall be as provided in Part B of this Agreement).  During Employee’s employment with Versant, Employee shall not engage in any business activities outside those of Versant and the Versant group of companies.

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

(1)    Bonus Program.

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

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

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

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

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

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

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

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

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

(i)             Generally   Upon a Termination Without Cause the vesting of Employee’s right to exercise all Employee’s then outstanding options to purchase shares of Versant stock (“ Versant Options ”) will then accelerate by twelve (12) months of vesting based on the then-effective vesting schedules of such Versant Options (i.e. such Versant Options will become vested and exercisable to the same extent that (but for this paragraph) such Versant Options would have been vested and exercisable by their terms on the date that is (12) months after Employee’s Termination Without Cause (the “ Vesting Extension Date ”) if Employee had been continuously employed by Versant at all times through and including the Vesting Extension Date; provided however , that notwithstanding the foregoing, Employee will not be entitled to such acceleration of the vesting of Employee’s Versant Stock Options

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

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

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

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

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

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

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

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

(b)    Employee shall not be entitled to be paid any bonus under any bonus program established by Versant for Employee pursuant to this Agreement except and only to the extent that (i) such bonus had already been fully earned by Employee under the terms and conditions of the applicable bonus program as of the date of Employee’s termination, and (ii) such bonus had not previously been paid to Employee; and

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

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

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

§ 4A:       Intellectual Property / Confidentiality.   Employee has previously entered into, and shall continue to be bound and obligated by, Versant’s Employee Invention Assignment and Confidentiality Agreement, a copy of which is attached hereto as Annex 1 (the “ Invention Assignment and Confidentiality Agreement ”).

PART B:

Managing Director Service Contract with Versant Germany

Managing Director’s employment as the Managing Director of Versant Germany shall be subject to and governed by the provisions of this Part B and, as applicable, Part C of this Agreement:

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§ 1B:       Position and Tasks.

(1)    Subject to the terms and conditions of this Agreement, Versant Germany hereby employs Managing Director, and Managing Director hereby accepts employment, as Versant Germany’s Managing Director.  The Managing Director of Versant Germany is responsible for the European operations of Versant and its subsidiaries. At the discretion of the shareholder assembly of Versant Germany the Managing Director may be asked to hold additional management positions inside the Versant group without additional compensation (other than the position of Chief Executive Officer and President of Versant, which shall be compensated for as provided in Part A of this Agreement).

(2)    The Managing Director shall conduct the business of Versant Germany conscientiously with the care of a proper businessman and shall exercise in a responsible manner the duties assigned to him by the law, Versant Germany’s articles of association, contract and where necessary general codes of practice and rules of procedure. In particular, Managing Director shall also obey the basic principles of Versant Germany’s business plan.

(3)    The Managing Director’s main activity as the Managing Director of Versant Germany comprises the responsible management and supervision of Versant Germany (including the initiation, co-ordination and execution of all procedures).

(4)    The Managing Director may not appoint any additional Managing Directors of Versant Germany.  Additional Managing Directors of Versant Germany may be appointed only with the prior approval of Versant (given with the approval of the Versant Board) as the sole shareholder of Versant Germany (the “ Shareholder ”).

§ 2B:       Shareholder Resolutions.

(1)    The Managing Director is bound by the resolutions of the Shareholder adopted at a Shareholders’ Meeting. In particular, actions taken by the Shareholder at a Shareholders’ Meeting can define general guidelines regarding the conduct of business transactions.  Moreover, through the Shareholders’ Meeting the Shareholder can issue binding rules of procedure defining the demarcation of the areas of activity of the Managing Director.

(2)    Subject to further instructions provided by the Shareholder at a Shareholders’ Meeting, the Managing Director shall require the prior approval of Shareholder at a Shareholders’ Meeting for all activities going above and beyond Versant Germany’s ordinary scope of business activities.

(3)    Consent of the Shareholder can already be granted in advance, including for individual groups of transactions.  Specific inclusion of a particular matter in the annual budget for Versant Germany approved by the Shareholder shall count as the Shareholder’s consent to such matter, unless a reservation was attached to its adoption in this respect.

(4)    All consents and approvals of the Shareholder described in this §2B mean such consents and approvals of the Shareholder as are approved by the Versant Board.

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§ 3B:       Power of Representation.

(1)    The Managing Director represents Versant Germany (alongside the other Managing Directors, if any are appointed by the Shareholder) legally and extrajudicially in accordance with the conditions of his appointment and Versant Germany’s articles of association.

(2)    The Managing Director shall obey the restrictions imposed on him by this Agreement, Versant Germany’s articles of association, the law, an instruction or a resolution by the Shareholder approved or adopted at any Shareholders’ Meeting.

§ 4B:       Termination; Effect of Termination

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

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

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

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

The Severance Payment will be due and payable to Managing Director in a single lump sum payment that will be due and payable to Managing Director within one (1) month after the date of the Termination Without Cause of Managing Director.  Notwithstanding the foregoing, Managing Director will not be entitled to receive any part of the Severance Payment unless and until Managing Director has first executed and delivered to Versant and Versant Germany a written general release of claims in customary form acceptable to Versant and Versant Germany releasing Versant, Versant Germany and all their respective subsidiaries, affiliates, officers, directors and personnel from any and all claims or causes of action that Managing Director may have or hold (the “ Release ”).  The Release is required to be executed and delivered by Managing Director to Versant and Versant Germany not later than sixty (60) days following the Termination Without Cause of Managing Director and Versant or Versant Germany will provide the release to Managing Director on a timely basis consistent with this provision to enable Managing Director to so execute and deliver the Release.  Except for the Severance Payment and except as otherwise expressly provided in Part B of this Agreement, Versant Germany shall have no other obligation to pay or provide Managing Director

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

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

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

(4)    Shareholder’s Right of Revocation.   The Managing Director’s appointment as Managing Director of Versant Germany can be revoked at any time by the Shareholder at any Shareholders’ Meeting, notwithstanding any rights of Managing Director to compensation pursuant to this Agreement.

(5)    Non-Competition Covenant.   Subject to the following provisions of this §4B(5), for a period of one (1) year after the date of (i) a Voluntary Termination or Termination for Good Reason by Managing Director of his employment with Versant Germany, (ii) a Termination Without Cause, (iii) a Termination for Cause or (iv) any other termination of Witte’s employment with Versant and Versant Germany other than due to Witte’s death (such one (1) year period being hereinafter referred to as the “ Non-Competition Period ”), Witte shall not, directly or indirectly, engage in any Competitive Activities (as defined below) with, or for the direct or indirect benefit of, any of the companies or businesses listed in Annex 2 attached hereto or any of their affiliates or successors-in-interest.  In consideration of the foregoing covenant, if Witte’s employment is terminated by Versant and Versant Germany other than in a Termination Without Cause, then during the Non-Competition Period Versant Germany shall pay to Witte a monthly payment equal to fifty percent (50%) of Managing Director’s monthly Base Salary (as defined in §5B below) in effect on the date of termination of his employment (such payment hereinafter referred to as the “ Special Non-Competition Compensation ”); but if Witte’s employment is terminated in a Termination Without Cause, then Witte shall not be entitled to receive any Special Non-Competition Compensation and the Severance Payment payable to Witte as a result of such Termination Without Cause under §4B(2) shall include the consideration for Witte’s obligations and covenants under this §4B(5).  As used herein, the term “ Competitive Activities ” shall mean (i) providing services, whether as an employee, officer, director, independent contractor, freelancer, consultant, advisor to, or other service provider, whether such services are rendered for any compensation or are provided free of

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