Notice of Stock Option Grant and Agreement -1999 Equity Incentive Plan-Directors



 Exhibit 10.32 
  
 VIGNETTE CORPORATION 
 1999 EQUITY INCENTIVE PLAN 
  
 NOTICE OF STOCK OPTION GRANT 
  
 You have been granted the following option to purchase shares of the Common Stock of Vignette
Corporation (the “Corporation”): 
  

			
	 Name of Optionee:
	  	[                    ]*
		
	 Total Number of Shares:
	  	[                    ]*
		
	 Type of Option:
	  	Nonstatutory Stock Option
		
	 Exercise Price Per Share:
	  	$[            ]*
		
	 Date of Grant:
	  	[                    ]*
		
	 Vesting Commencement Date:
	  	[                    ]*
		
	 Vesting Schedule:
	  	[                    ]*
		
	 Expiration Date:
	  	 [                    ]* (ten years
from Grant Date)
 This option expires earlier if your Service terminates earlier, as described in the Stock Option Agreement.


  

	 	•	 	{* The specific terms of the award are determined on the date of grant by a Committee of the Board of Directors as prescribed by the Corporation’s
1999 Equity Incentive Plan. Although the exact vesting rate of the Vesting Schedule is determined at the discretion the Board of Directors, the typical vesting schedule stipulates 100% of the Shares subject to the option will become exercisable when
the optionee completes twelve (12) months of continuous Service from the Vesting Commencement Date. } 

  
 You and the Corporation agree that this option is granted under and governed by the terms and conditions of the 1999 Equity Incentive Plan (the “Plan”) and the
Stock Option Agreement; the Stock Option Agreement is attached to and made a part of this document. 
  
 You further agree that the Corporation may deliver by email all documents relating to the Plan or this option (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all
other documents that the Corporation is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Corporation may deliver these documents by posting them on a web site
maintained by the Corporation or by a third party under contract with the Corporation. If the Corporation posts these documents on a web site, it will notify you by email. 
  

									
	OPTIONEE:	 	 	 	VIGNETTE CORPORATION
				
	 	 	 	 	By:	 	 
					
	 	 	 	 	 	 	 Title:
	 	 

  









 VIGNETTE CORPORATION 
 1999 EQUITY INCENTIVE PLAN 
  
 STOCK OPTION AGREEMENT 
  

			
	Tax Treatment	 	This option is intended to be a Non-Statutory stock option.
		
	Vesting	 	 This option becomes exercisable in installments, as shown in the Notice of Stock Option Grant. In addition, this option becomes exercisable in
full if the Corporation is subject to a “Change in Control” (as defined in the Plan) while you are in service as an employee, consultant or outside director of the Corporation or a parent or subsidiary of the Corporation
(“Service”).
  
 No additional shares become exercisable after your
Service has terminated for any reason.

		
	Term	 	This option expires in any event at the close of business at Corporation headquarters on the day before the 10th anniversary of the Date of Grant, as shown in the Notice of Stock Option
Grant. (It will expire earlier if your Service terminates, as described below.)
		
	Regular Termination	 	If your Service terminates for any reason except death, then this option will expire at the close of business at Corporation headquarters on the date twelve months after your termination
date. The Corporation determines when your Service terminates for this purpose.
		
	Death	 	If you die while in Service or during the twelve (12) month period following your cessation of Service, then this option will expire at the close of business at Corporation headquarters on
the date twelve (12) months after the date of death.
		
	Restrictions on Exercise	 	The Corporation will not permit anyone to exercise this option if the issuance of shares at that time would violate any law or regulation.
		
	Notice of Exercise	 	When you wish to exercise this option, you must notify the Corporation by filing the proper “Notice of Exercise” form at the address given on the form. Your notice must specify how
many shares you wish to purchase. Your notice must also specify how your shares should be registered (in your name only or in your and your spouse’s names as community property or as joint tenants with right of survivorship). The notice will be
effective when it is received by the Corporation.
		
	Form of Payment	 	When you submit your notice of exercise, you must include payment of the option exercise price for the shares you are purchasing. Payment may be made in one (or a combination of two or more)
of the following forms:
		
	 	 	 •      Your personal check, a cashier’s check or a money order.


  

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	 	 	 •      Certificates for shares of Corporation stock that you own,
along with any forms needed to effect a transfer of those shares to the Corporation. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option exercise price. Instead of surrendering shares of
Corporation stock, you may attest to the ownership of those shares on a form provided by the Corporation and have the same number of shares subtracted from the option shares issued to you. However, you may not surrender, or attest to the ownership
of, shares of Corporation stock in payment of the exercise price if your action would cause the Corporation to recognize compensation expense (or additional compensation expense) with respect to this option for financial reporting
purposes.
  
 •      Irrevocable directions to a securities broker approved by the Corporation to sell all or part of your option shares and to deliver to the Corporation from the sale proceeds an amount sufficient to
pay the option exercise price and any withholding taxes. (The balance of the sale proceeds, if any, will be delivered to you.) The directions must be given by signing a special “Notice of Exercise” form provided by the Corporation.
However, payment pursuant to this procedure shall not be permitted if such payment would violate applicable law or a policy of the Corporation.
  
 •      Irrevocable directions to a securities broker or lender approved by the Corporation to
pledge option shares as security for a loan and to deliver to the Corporation from the loan proceeds an amount sufficient to pay the option exercise price and any withholding taxes. The directions must be given by signing a special “Notice of
Exercise” form provided by the Corporation. However, payment pursuant to this procedure shall not be permitted if such payment would violate applicable law or a policy of the Corporation

		
	Withholding Taxes and Stock Withholding	 	You will not be allowed to exercise this option unless you make arrangements acceptable to the Corporation to pay any withholding taxes that may be due as a result of the option exercise.
These arrangements may include, in the Corporation’s discretion, withholding shares of Corporation stock that otherwise would be issued to you when you exercise this option. The value of these shares, determined as of the effective date of the
option exercise, will be applied to the withholding taxes.
		
	Restrictions on Resale	 	By signing this Agreement, you agree not to sell any option shares at a time when applicable laws, regulations, Corporation trading policies (including the Corporation’s Insider Trading
Policy, a copy of which can be found on the Company intranet) or an agreement between the Corporation and its underwriters prohibit a sale. This restriction will apply as long as you are a director of the Corporation.

  

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	Transfer of Option	 	 In general, only you may exercise this option prior to your death. You may not transfer or assign this option, except as provided below. For
instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or in a beneficiary
designation.
  
 However, the Corporation may, in its sole discretion, allow you
to transfer this option as a gift to a family member. For purposes of this Agreement, “family member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law (including adoptive relationships), any individual sharing your household (other than a tenant or employee), a trust in which one or more of these individuals have more than
50% of the beneficial interest, a foundation in which you or one or more of these persons control the management of assets, and any entity in which you or one or more of these persons own more than 50% of the voting interest.

		
	 	 	In addition, the Corporation may, in its sole discretion, allow you to transfer this option to your spouse or former spouse pursuant to a domestic relations order.
		
	 	 	 The Committee will allow you to transfer this option only if both you and the transferee(s) execute the forms prescribed by the Committee, which
include the consent of the transferee(s) to be bound by this Agreement.
  
 If
another person wants to exercise this option after it has been transferred to him or her, including a transfer upon your death, that person must prove to the Corporation’s satisfaction that he or she is entitled to exercise this option. That
person must also complete the proper “Notice of Exercise” form (as described above) and pay the exercise price (as described below).

		
	Retention Rights	 	Neither your option nor this Agreement give you the right to be retained by the Corporation or a subsidiary of the Corporation in any capacity. Nothing in this Agreement or in the Plan shall
interfere with or otherwise restrict in any way the rights of the Corporation and the Corporation’s stockholders to remove you from the Board at any time in accordance with the provisions of applicable law.
		
	Stockholder Rights	 	You (or your estate, heirs or transferee) have no rights as a stockholder of the Corporation until you (or your estate, heirs or transferee) have exercised this option by giving the required
notice to the Corporation and paying the exercise price. No adjustments are made for dividends or other rights if the applicable record date occurs before this option is exercised, except as described in the Plan.

  

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	Adjustments	 	In the event of a stock split, a stock dividend or a similar change in the Corporation’s stock, the number of shares covered by this option and the exercise price per share may be
adjusted pursuant to the Plan in the sole discretion of the Corporation.
		
	Applicable Law	 	This Agreement will be interpreted and enforced with respect to issues of contract law under the laws of the State of Texas and with respect to issues of corporation law under the laws of the
State of Delaware.
		
	The Plan and Other Agreements	 	 The text of the Plan is incorporated in this Agreement by reference. A copy of the Plan is available on the Corporation’s intranet or by
request to the Finance Department.
  
 This Agreement and the Plan constitute the
entire understanding between you and the Corporation regarding this option. Any prior agreements, commitments or negotiations concerning this option are superseded. This Agreement may be amended only by another written agreement, signed by both
parties.


  
 BY
SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF
THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN. 
  

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