EX-10.1






EXHIBIT 10.1




STELLENT, INC.

Deferred Share Unit Agreement — Director

(Under the 2005 Equity Incentive Plan)




Name of Participant:


No. of Deferred Share Units:


Date of Grant:



This is a Deferred Share Unit Agreement (“Agreement”) between Stellent, Inc., a Minnesota
corporation (the “Company”), and the above-named director of the Company (the
“Participant”).



Recitals




WHEREAS, the Company maintains the Stellent, Inc. 2005 Equity Incentive Plan (the
“Plan”); and



WHEREAS, pursuant to the Plan, the Board of Directors of the Company (the “Board”)
administers the Plan with respect to awards granted to members of the Board and has the authority
to determine the awards to be granted under the Plan to members of the Board;



WHEREAS, the Board has determined that the Participant is eligible to receive an award under
the Plan in the form of a deferred share unit grant;



WHEREAS, the Company desires to provide the Participant with a proprietary interest in the
Company as an added incentive to advance the interests of the Company by granting the Participant
deferred share units (“DSUs”) on the terms and conditions and subject to the restrictions
set forth herein;



NOW, THEREFORE, the Company hereby grants DSUs to the Participant under the terms and
conditions as follows.



Terms and Conditions*




1. Issuance of Deferred Share Units and Shares.




	 	(a)	 	Subject to the terms and conditions of this Agreement, the Company has granted
to the Participant the number of DSUs specified at the beginning of this Agreement.
Each DSU represents the unfunded, unsecured right of the Participant to receive one
share of the Company’s Common Stock on the date specified in this Agreement.






	 	(b)	 	The Company shall, as soon as reasonably practicable after March 31, 2011,
subject to the terms of this Agreement, issue to the Participant the number of shares
of the Company’s Common Stock (each, a “Share”) equal to the number of DSUs set
forth above.





2. Forfeiture and Transfer Restrictions.




	 	(a)	 	Forfeiture. If the Participant attempts to transfer or otherwise dispose of
any of the DSUs or the DSUs become subject to attachment or any similar involuntary
process, in violation of this Agreement, then any DSUs for which Shares have not been
issued will be forfeited by the Participant and the Participant will thereafter have no
right, title or interest whatsoever in such DSUs.






	 	(b)	 	Limitation on Transfer. Until such time as the Shares have been issued under
this Agreement, the Participant shall not transfer the DSUs and the DSUs shall not be
subject to pledge, hypothecation, execution, attachment or similar process. Any
attempt to assign, transfer, pledge, hypothecate or otherwise dispose of any DSUs
contrary to the provisions hereof, and any attempt to levy any attachment or pursue any
similar process with respect to them, shall be null and void.





3. Acceleration of Share Issuance.




	 	(a)	 	Change in Control. In the event of a Change in Control of the Company, then,
without any action by the Board, or its successor, each DSU shall, immediately before
the effective time, be converted into one Share, without restrictions.






	 	(b)	 	Discretionary Acceleration. Notwithstanding any other provisions of this
Agreement to the contrary, the Board may, in its sole discretion, declare that each DSU
be converted into one Share without restrictions.






	4.	 	Dividend and Shareholder Rights. If on any date with the DSUs are outstanding, the
Company shall pay any dividend on the Shares (other than a dividend payable in Shares), the
number of DSUs granted to the Participant under this Agreement shall, as of such dividend
payment date, be increased by a number of DSUs equal to (a) the product of (i) the number of
DSUs then held by the Participant under this Agreement multiplied by (ii) the per Share amount
of any cash dividend (or, in the case of any dividend payable in whole or in part other than
in cash, the per Share value of such dividend, as determined in good faith by the Committee),
divided by (b) the Fair Market Value of a Share on the dividend payment date. In the case of
any dividend declared on the Shares that is payable in the form of Shares, the number of DSUs
granted to the Participant shall be increased by a number of DSUs equal to the product of (A)
the number of DSUs then held by the Participant under this Agreement multiplied by (B) the
number of Shares (including any fraction thereof) payable as a dividend on a Share.






Prior to the issuance of Shares under the Agreement, Participant shall not have any rights
of a shareholder of the Company with respect to the DSUs. The Participant’s interest in the
DSUs shall make the Participant only a general, unsecured creditor of the Company. As of
the date of issuance of Shares under this Agreement, the Participant shall have all of the
rights of a shareholder of the Company with respect to the Shares, except as otherwise
specifically provided in this Agreement.




	5.	 	Tax Withholding. The parties hereto recognize that the Company or a subsidiary of
the Company may be obligated to withhold federal and state taxes or other taxes upon the
issuance of the DSUs or the Shares. The Participant agrees that, at such time, if the Company
or a subsidiary is required to withhold such taxes, the Participant will promptly pay, in cash
upon demand to the Company or the subsidiary having such obligation, such amounts as shall be
necessary to satisfy such obligation. The Participant further acknowledges that the Company
has directed the Participant to seek independent advice regarding the applicable provisions of
the Code, the income tax laws of any municipality, state or foreign country in which the
Participant may reside, and the tax consequences of the Participant’s death.






	6.	 	Refusal to Transfer. The Company shall not be required (i) to transfer on its books
any DSUs that have been sold or otherwise transferred in violation of any of the provisions of
this Agreement or (ii) to treat as owner of the DSUs or to accord the right to vote or pay
dividends to any purchaser or other transferee to whom the DSUs shall have been so
transferred.






	7.	 	Interpretation of This Agreement. All decisions and interpretations made by the
Committee with regard to any question arising hereunder or under the Plan shall be binding and
conclusive upon the Company and the Participant. If there is any inconsistency between the
provisions of this Agreement and the Plan, the provisions of the Plan shall govern.






	8.	 	Discontinuance of Service. This Agreement shall not give the Participant a right to
continued service as a director of the Company.






	9.	 	Discretionary Adjustment. In the event of any reorganization, merger, consolidation,
recapitalization, liquidation, reclassification, stock dividend, stock split, combination of
Shares, rights offering, or extraordinary dividend or divestiture (including a spin-off), or
any other change in the corporate structure or Shares of the Company, the Committee (or if the
Company does not survive any such transaction, a comparable committee of the Board of
Directors of the surviving corporation) may, without the consent of the Participant, make such
adjustment as it determines in its discretion to be appropriate as to the number and kind of
securities subject to and reserved under the Plan and, in order to prevent dilution or
enlargement of rights of the Participant, the number and kind of securities issuable under the
DSUs.






	10.	 	Binding Effect. This Agreement shall be binding in all respects on the heirs,
representatives, successors and assigns of the Participant.






	11.	 	Choice of Law. This Agreement is entered into under the laws of the State of
Minnesota and shall be construed and interpreted thereunder (without regard to its conflict of
law principles).






	12.	 	Entire Agreement. This Agreement and the Plan set forth the entire agreement and
understanding of the parties hereto with respect to the issuance of the DSUs and the Shares
and the administration of the Plan and supersede all prior agreements, arrangements, plans,
and understandings relating to the issuance of these DSUs and the Shares and the
administration of the Plan.






	13.	 	Amendment and Waiver. Except as provided in the Plan, this Agreement may be amended,
waived, modified, or canceled only by a written instrument executed by the parties or, in the
case of a waiver, by the party waiving compliance.






	14.	 	Shares Subject to Plan, Articles of Incorporation and By-Laws. The Participant
acknowledges that the Shares that may be granted under this Agreement are subject to the Plan,
the Articles of Incorporation, as amended from time to time, and the By-Laws, as amended from
time to time, of the Company, and any applicable federal or state laws, rules or regulations.






	15.	 	Acknowledgment of Receipt of Copy. By execution hereof, the Participant acknowledges
having received a copy of the Plan.






	16.	 	Section 409A. Notwithstanding anything in this Agreement to the contrary, any
payments hereunder that would be subject to an additional or accelerated tax under Section
409A of the Code shall be deferred until the earliest date that such payments may be made
without the imposition of such tax.





IN WITNESS WHEREOF, the Participant and the Company have executed this Agreement as of the
     day of      , 20     .



PARTICIPANT



STELLENT, INC.



By



Its



*Unless the context indicates otherwise, terms
that are not defined in this Agreement shall have the meaning set forth in the
Plan as it currently exists or as it is amended in the future.