Versant (VSNT)

Director Compensation

        Cash Compensation.    In fiscal 2008,Versant paid its directors who are not employees of Versant or any of its parents, subsidiaries or affiliates ("Outside Directors") cash compensation for their services as directors at a rate of $25,000 per year. The amount of compensation paid by Versant to its Outside Directors is determined by Versant's Board or a committee of the Board authorized to make such determination.

        Equity Compensation.    Outside Directors have previously been granted stock options under Versant's 1996 Directors Stock Option Plan (the "1996 Directors' Plan") and received stock options under Versant's 2005 Directors Stock Option Plan (the "2005 Directors' Plan"). The 2005 Directors' Plan was approved by Versant's shareholders on August 22, 2005 and effectively replaced the 1996 Directors' Plan as of that date. The purpose of the 2005 Directors' Plan is to align the Outside Directors' interests with the interests of the Company's shareholders and to provide Outside Directors an opportunity to purchase shares of Versant Common Stock.

        Under the terms of the 2005 Directors' Plan, each Outside Director who first becomes a member of the Board after August 22, 2005 will receive an option to purchase 4,000 shares of Versant Common Stock upon initially joining the Board (an "Initial Grant"), and, so long as such Outside Director continues to serve on the Board as an Outside Director, on each successive August 22 thereafter (each, a "Succeeding Grant Date"), such Outside Director will receive an additional option to purchase 4,000 shares of Versant Common Stock (a "Succeeding Grant") unless such Outside Director has not been a member of the Board for the entire one-year period immediately preceding such Succeeding Grant Date, in which case the number of shares subject to the Succeeding Grant will be reduced and prorated in proportion to the time during which such Outside Director served on the Board during such one-year period. Versant's current incumbent Outside Directors are now eligible to receive Succeeding Grants on each successive August 22 for so long as they continue to serve on the Board as an Outside Director. For the August 22, 2006 Succeeding Grant, each of our Outside Directors received a Succeeding Grant of 2,000 shares. On May 22, 2007, the Board approved an amendment to the 2005 Directors' Plan to increase the Succeeding Grant from 2,000 shares to 4,000 shares. On August 22, 2007, each of Versant's incumbent Outside Directors received a Succeeding Grant of an option for 3,929 shares (rather than 4,000 shares) since there were insufficient shares remaining available for awards under the 2005 Directors' Plan to award each director the entire 4,000-share Succeeding Grant. On August 22, 2008, each of Versant's Outside Directors received a Succeeding Grant of an option for 4,000 shares. At the Annual Meeting, Versant is asking that its stockholders approve an amendment to increase the number of shares reserved for issuance under the 2005 Directors' Plan from 99,000 shares

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to 119,000 shares, an increase of 20,000 shares. See Proposal No. 4—Approval of Amendment to the Company's 2005 Directors Stock Option Plan" for more information.

Director Compensation—Fiscal Year 2008

(1)

Represents the aggregate expense recognized by the Company for financial statement reporting purposes in fiscal year 2008, in accordance with FAS 123(R), for the stock options granted to such Outside Director in fiscal year 2008 under the 2005 Directors' Plan. The assumptions used to calculate the value of these stock options are set forth in Note 3 of the Notes to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for fiscal year 2008, filed with the SEC on January 14, 2009. The grant date fair value of each option, computed in accordance with FAS 123(R), was $22.19. The stock option for each Outside Director reflected in the above table was an option to purchase 4,000 shares of Versant's Common Stock that was granted to each Outside Director on August 22, 2008 at an exercise price of $30.50 per share (the fair market value on the date of grant). Under the 2005 Directors' Plan, 50% of the shares subject to an option granted under the plan vest free of a potential repurchase option of the Company on each of the first two anniversaries of the date of grant of the option, so long as the optionee continuously remains a member of the Board or a consultant to the Company. If an Outside Director's service with the Company as a director or consultant terminates, then any shares purchased by such Outside Director under an option granted under the 2005 Directors' Plan that are unvested on the termination date are subject to repurchase by the Company at the option exercise price paid for such shares. In the event of certain corporate transactions (including certain change of control transactions) involving the Company, the vesting of all unvested shares subject to options granted under the 2005 Directors' Plan may be accelerated. Options granted under the 2005 Directors' Plan are immediately exercisable in full, subject to the vesting restrictions described above.

        The Outside Directors' aggregate holdings of stock options at the end of fiscal year 2008 were as follows:

Director Compensation

        Cash Compensation.    In fiscal 2007,Versant paid its directors who are not employees of Versant or any of its parents, subsidiaries or affiliates ("Outside Directors") cash compensation for their services as directors at a rate of $25,000 per year. The amount of compensation paid by Versant to its Outside Directors is determined by Versant's Board or a committee of the Board authorized to make such determination.

        Consulting Arrangement with Bernard Woebker.    In the past, and during fiscal 2007, the Company was party to a consulting arrangement with Mr. Woebker. Under this arrangement the Company paid Mr. Woebker a monthly retainer fee of $5,000 plus reimbursement for all travel expenses related to the consulting activities on behalf of the Company. During fiscal 2007, the Company paid Mr. Woebker $10,000 in retainer fees under this arrangement. This consulting arrangement was terminated on December 31, 2006.

        Equity Compensation.    Outside Directors have previously been granted stock options under Versant's 1996 Directors Stock Option Plan (the "1996 Directors' Plan") and receive stock options under Versant's 2005 Directors Stock Option Plan (the "2005 Directors' Plan"). The 2005 Directors' Plan was approved by Versant's shareholders on August 22, 2005 and effectively replaced the 1996 Directors' Plan as of that date. The purpose of the 2005 Directors' Plan is to align the Outside Directors' interests with the interests of the Company's shareholders and to provide Outside Directors an opportunity to purchase shares of Versant Common Stock.

        Under the terms of the 2005 Directors' Plan, each Outside Director who first becomes a member of the Board after August 22, 2005 will receive an option to purchase 4,000 shares of Versant Common Stock upon initially joining the Board (an "Initial Grant"), and, so long as he or she continues to serve on the Board as an Outside Director, on each successive August 22 thereafter (each, a "Succeeding Grant Date"), he or she will receive an additional option to purchase 4,000 shares of Versant Common Stock (a "Succeeding Grant") unless such Outside Director has not been a member of the Board for the entire one-year period immediately preceding such Succeeding Grant Date, in which case the number of shares subject to the Succeeding Grant will be reduced and prorated in proportion to the time during which such Outside Director served on the Board during such one-year period. Versant's current incumbent directors are now eligible to receive Succeeding Grants on each successive August 22 for so long as they continue to serve on the Board as an Outside Director. For the August 22, 2006 Succeeding Grant, each of our Outside Directors received a Succeeding Grant of 2,000 shares. On May 22, 2007, the Board approved an amendment to the 2005 Directors' Plan to increase the Succeeding Grant from 2,000 shares to 4,000 shares. On August 22, 2007, each of Versant's incumbent directors received a Succeeding Grant of 3,929 shares (rather than 4,000 shares) since there were insufficient shares remaining available for awards under the 2005 Directors' Plan to award each director the entire 4,000-share Succeeding Grant. Versant is asking that its stockholders approve an amendment to increase the number of shares reserved for issuance under the 2005 Directors' Plan from 49,000 shares to 99,000 shares, an increase of 50,000 shares. See Proposal No. 2—Approval of Amendment to the Company's 2005 Directors Stock Option Plan" for more information.

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Director Compensation—Fiscal Year 2007

(1)

Represents the aggregate expense recognized by the Company for financial statement reporting purposes in fiscal year 2007, in accordance with FAS 123(R), for the stock options granted to such Outside Director in fiscal year 2007 under the 2005 Directors' Plan. The assumptions used to calculate the value of these stock options are set forth in Note 3 of the Notes to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for fiscal year 2007, filed with the SEC on January 29, 2008. The grant date fair value of each option, computed in accordance with FAS 123(R), was $18.11. The stock option for each Outside Director reflected in the above table was an option to purchase 3,929 shares of Versant's common stock that was granted to each Outside Director on August 22, 2007 at an exercise price of $22.00 per share (the fair market value on the date of grant). Under the 2005 Directors' Plan, 50% of the shares subject to an option granted under the plan vest free of a potential repurchase option of the Company on each of the first two anniversaries of the date of grant of the option, so long as the optionee continuously remains a member of the Board or a consultant to the Company. If an Outside Director's service with the Company as a director or consultant terminates, then any shares purchased by such Outside Director under an option granted under the 2005 Directors' Plan that are unvested on the termination date are subject to repurchase by the Company at the option exercise price paid for such shares. In the event of certain corporate transactions involving the Company, the vesting of shares subject to options granted under the 2005 Directors' Plan may be accelerated. Options granted under the 2005 Directors' Plan are immediately exercisable in full, subject to the vesting restrictions described above.

        The Outside Directors' aggregate holdings of stock options at the end of fiscal year 2007 were as follows:

        THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE FOREGOING
SLATE OF NOMINEES FOR ELECTION TO THE COMPANY'S BOARD OF DIRECTORS
AND RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF
THE NOMINEES.

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PROPOSAL NO. 2

APPROVAL OF AMENDMENT TO
THE COMPANY'S 2005 DIRECTORS STOCK OPTION PLAN

        Shareholders are being asked to approve an amendment, to the Company's 2005 Directors Stock Option Plan (the "2005 Directors' Plan") to increase the number of shares of Common Stock reserved for issuance by 50,000 shares, from 49,000 to 99,000 shares. This amendment was approved by the Board on November 28, 2007. As of January 31, 2008, no shares remain available for grant under options granted under the 2005 Directors' Plan.

        The purpose of the 2005 Directors' Plan is to enhance the Company's ability to attract and retain highly qualified Outside Directors (as defined below) through the use of equity incentives. The Board believes that increasing the number of shares reserved for issuance under the 2005 Directors' Plan is in the best interests of the Company because it believes it will help enable the Company to provide equity participation to attract and retain Outside Directors of outstanding ability. In this regard, the Company notes that recent legislation and stock exchange requirements have increased the obligations and time commitment of directors to public companies such as the Company.

        Set forth below is a summary of the principal features of the 2005 Directors' Plan, which summary is qualified in its entirety by reference to the terms and conditions of the 2005 Directors' Plan, a copy of which (which does not incorporate the proposed amendment which is the subject of this proposal) is attached as Exhibit 10.03 to the Company's annual report on Form 10-K filed with the SEC on January 29, 2008. The Company will provide, without charge and upon request, to each person to whom a Proxy Statement is delivered, a copy of the 2005 Directors' Plan. Any such request should be directed as follows: