EXHIBIT 99.05
VERSANT
CORPORATION
2005
DIRECTORS STOCK OPTION PLAN
As Adopted June 1, 2005, as
amended through April 24, 2009
(Originally approved by shareholders
August 22, 2005)(3)
1.
Purpose. This 2005 Directors Stock Option Plan
(this “Plan” ) is established to provide
equity incentives for nonemployee members of the Board of Directors
of Versant Corporation (the “Company” ),
who are described in Section 6.1 below, by granting such
persons options to purchase shares of stock of the
Company.
2.
Adoption and Shareholder
Approval. This
Plan will become effective on the first date (the
“Effective Date” ) that it has been both
(i) adopted by the Board of Directors of the Company (the
“Board” ) and (ii) approved by the
shareholders of the Company. This Plan shall be approved by
the shareholders of the Company, consistent with applicable laws,
within twelve (12) months after the date this Plan is adopted by
the Board. Options to purchase Shares (
“Options” ) may be granted under this
Plan on and after the Effective Date provided that, in the event
that shareholder approval is not obtained within the time period
provided herein, this Plan, and all Options granted hereunder,
shall terminate. No Option that is issued as a result of any
increase in the number of shares authorized to be issued under this
Plan shall be exercised prior to the time such increase has been
approved by the shareholders of the Company and all such Options
granted pursuant to such increase shall similarly terminate if such
shareholder approval is not obtained. So long as the Company
is subject to Section 16(b) of the Securities Exchange
Act of 1934, as amended, (the “Exchange
Act” ) the Company will comply with the applicable
requirements of Rule 16b-3.
3.
Types of Options and
Shares. Options
granted under this Plan shall be non-qualified stock options (
“NQSOs” ). The shares of stock that
may be purchased upon exercise of Options granted under this Plan
(the “Shares” ) are shares of the Common
Stock of the Company.
4.
Number of Shares
. Subject to adjustment as
provided in this Plan, the total number of Shares reserved and
available for grant and issuance pursuant to this Plan (the
“Reserved Shares” ) will be the sum of
(a) the Available Prior Plan Shares (as defined below) plus
(b) any and all Forfeited Prior Plan Shares (as defined below)
plus (c) 70,000 Shares; provided , that the number of
Reserved Shares shall not exceed an aggregate of 119,000 Shares, as
constituted on April 24, 2009. “ Available
Prior Plan Shares ” means the number of shares of the
Company’s Common Stock reserved for issuance under the
Company’s 1996 Directors Stock Option Plan, as amended (the
“ Prior Plan ” ) on the Effective Date
that, on the Effective Date, are not (i) issued and
outstanding as a result of the exercise of options granted under
the Prior Plan or (ii) subject to stock options granted under
the Prior Plan that are then outstanding. “
Forfeited Prior Plan Shares ” means
(i) shares of Common Stock issued under the Prior Plan that
are outstanding on the Effective Date and are thereafter
repurchased by the Company at their original issuance price
pursuant to the terms of the Prior Plan and/or agreements entered
pursuant thereto and (ii) the shares of Common Stock that, on
the Effective Date, are subject to any then outstanding stock
option granted under the Prior Plan and which thereafter cease to
be subject to such stock option for any reason other than its
exercise. All Available Prior Plan Shares and Forfeited Prior
Plan Shares will no longer be available for grant and issuance
under the Prior Plan but will be available for grant and issuance
under this Plan. Subject to the limitations on the maximum
number of Shares issuable under this Plan, Shares that are subject
to issuance upon exercise of an Option granted under this Plan but
cease to be subject to such Option for any reason other than
exercise of such Option, and Shares issued
(3) All numbers of shares
stated in the plan have been adjusted to reflect a 10-for-1 reverse
split of the Company’s outstanding Common Stock that took
effect on August 22, 2005
pursuant to this Plan that are
repurchased by the Company at their original issue price, will
again be available for grant under other Options granted under this
Plan. At all times during the term of this Plan, the Company
shall reserve and keep available such number of Shares as shall be
required to satisfy the requirements of outstanding Options granted
under this Plan.
5.
Administration.
This Plan shall be
administered by the Board or by a committee of not less than two
members of the Board appointed to administer this Plan (the
“Committee” ) so as to exempt the grant
and exercise of Options from the application of
Section 16(b) of the Exchange Act pursuant to
Rule 16b-3. As used in this Plan, references to the
Committee shall mean either such Committee or the Board if no
Committee has been established. The interpretation by the
Committee of any of the provisions of this Plan or any Option
granted under this Plan shall be final and binding upon the Company
and all persons having an interest in any Option or any Shares
purchased pursuant to an Option.
6.
Eligibility and Award
Formula.
6.1
Eligibility
. Options shall be granted
only to directors of the Company who are not employees of the
Company or any Parent, Subsidiary or Affiliate of the Company, as
those terms are defined in Section 18 below (each such person
referred to as an “ Optionee ”
).
6.2
Initial Grant
. Each Optionee who becomes a
member of the Board for the first time on or after the Effective
Date will automatically on such date be granted an Option for 4,000
Shares (the “Initial Grant” ). No
person who is a member of the Board immediately prior to the
Effective Date will be granted an Option pursuant to this
Section 6.2. The reference in this Section 6.2 to
4,000 Shares shall be subject to adjustment from time to time in
accordance with the provisions of Section 12 of this
Plan.
6.3
Succeeding Grants
. A grant of an Option
pursuant to the provisions of this Section 6.3 is referred to
herein as a “ Succeeding Grant
”.
(a)
2005 Annual Meeting
. Immediately after the annual
meeting of the Company’s shareholders held in calendar year
2005 (the “ 2005 Annual Meeting ”), each
Optionee who was elected to the Board at the 2005 Annual Meeting
and who was a member of the Board immediately prior to the 2005
Annual Meeting (a “
Section 6.3(a) Optionee ”) will
automatically be granted an Option to purchase a number of Shares
equal to 2,000 Shares multiplied by a fraction (i) whose
numerator is the number of days between the date preceding the
Effective Date on which such Section 6.3(a) Optionee was
most recently granted a stock option under the Prior Plan and the
2005 Annual Meeting Date (as defined below) and (ii) whose
denominator is three hundred sixty-five (365), and then rounding
down the resulting number to the nearest whole number of
Shares. The date on which the 2005 Annual Meeting is held is
referred to herein as the “2005 Annual Meeting
Date. ” The reference in this
Section 6.3(a) to 2,000 Shares shall be subject to
adjustment from time to time in accordance with the provisions of
Section 12 of this Plan.
(b)
After 2005 Annual
Meeting . On each
anniversary of the 2005 Annual Meeting Date (each, an “
Anniversary ”), each Optionee who is then a
member of the Board and who has previously received either
(i) an Initial Grant pursuant to Section 6.2 of this Plan
or (ii) a Succeeding Grant pursuant to
Section 6.3(a) or Section 6.3(b) of this Plan,
will automatically be granted an Option to purchase 4,000
(4) Shares (or, if such Optionee has not been a member of the
Board for the entire one (1) year period immediately prior to
such Anniversary, a prorated option to purchase a number of Shares
equal to 4,000 Shares multiplied by a fraction (i) whose
numerator is the number of days between the date within the one
(1) year period immediately preceding such Anniversary on
which such Optionee became a member of the Board and such
Anniversary and (ii) three hundred sixty-five (365), and then
rounding down the resulting number to the nearest whole number of
Shares. The reference in this Section 6.3(b) to
4,000 Shares shall be subject to adjustment from time to time in
accordance with the provisions of Section 12 of this
Plan.
(4) For options granted under
this paragraph prior to August 22, 2007 each reference in this
paragraph to 4,000 shares previously referred to 2,000
shares.
7.
Terms and Conditions of
Options. Subject
to the following and to Section 6 above:
7.1
Form of Option Grant
. Each Option granted under
this Plan shall be evidenced by a written Stock Option Grant (
“Grant” ) in such form (which need not be
the same for each Optionee) as the Committee shall from time to
time approve, which Grant shall comply with and be subject to the
terms and conditions of this Plan.
7.2
Vesting . The date an Optionee receives an
Initi
