Exhibit 10.4

Siebel Systems, Inc.
Restricted Stock Unit Grant Notice

Siebel Systems, Inc. (the "Company"),
pursuant to Section 8 of its Siebel Systems, Inc. [1996/1998] Equity Incentive
Plan (the "Plan"), hereby awards to Employee a Restricted Stock
Unit covering the number of shares (the "Shares") set forth below
(the "Award"). This Award shall be evidenced by a Restricted Stock
Unit Award Agreement (the "Award Agreement"). This Award is
subject to all of the terms and conditions as set forth herein and in the
applicable Award Agreement, the Plan, and the Employee's Restricted Stock Unit
Election Agreement (the "Election Agreement"), all of which are
attached hereto and incorporated herein in their entirety.

|Employee:                          |  | __________________________
|---------------------------------- |  | --------------------------
|Date of Grant:                     |  | __________________________
|Number of Shares subject to Award: |  | __________________________
|Purchase Price per Share:          |  | __________________________
|Total Purchase Price:              |  | __________________________

Vesting Schedule:

Additional Terms/Acknowledgements: The undersigned
acknowledges receipt of, and understands and agrees to, this Grant Notice, the
Award Agreement and the Plan. Employee further acknowledges that as of the Date
of Grant, this Grant Notice, the Award Agreement, the Election Agreement and the
Plan set forth the entire understanding between Employee and the Company
regarding the acquisition of Shares and supersede all prior oral and written
agreements on that subject with the exception of (i) Awards previously granted
and delivered to Employee under the Plan, and (ii) the following agreements
only:

|Other Agreements: |  | __________________________
|----------------- |  | --------------------------
|                  |  | __________________________



|Siebel Systems, Inc. | Employee:
|-------------------- | ---------



|By: __________________________ | __________________________
|------------------------------ | --------------------------
|Signature                      | Signature                 



|Title: __________________________ | Date: __________________________
|--------------------------------- | --------------------------------
|Date: __________________________  |                                 

Attachments: 	Award Agreement, Election Agreement,
and Siebel Systems, Inc. [1996/1998] Equity Incentive Plan

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Attachment I
                  Award Agreement

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Siebel Systems, Inc.
                  [1996/1998] Equity Incentive Plan
                  Restricted Stock Unit Award Agreement



Pursuant to the Restricted Stock Unit Grant Notice
("Grant Notice") and this Restricted Stock Unit Award Agreement
("Agreement"), Siebel Systems, Inc. (the "Company")
has awarded you a Restricted Stock Unit pursuant to Section 8 of the Siebel
Systems, Inc. [1996/1998] Equity Incentive Plan (the "Plan") for
the number of Shares as indicated in the Grant Notice (collectively, the
"Award"). Defined terms not explicitly defined in this Agreement
but defined in the Plan shall have the same definitions as in the Plan.

The details of your Award are as follows.

1. Purchase Price.
2. Vesting
3. Dividends.
4. Distribution of Shares of Common Stock
5. Number of Shares
6. Securities Law Compliance
7. Restrictive Legends.
8. Transferability.
9. Award not a Service Contract
10. Unsecured Obligation
11. Withholding Obligations.
12. Notices
13. Headings.
14. Amendment.
15. Miscellaneous
16. Governing Plan Document
17. Effect on Other Employee Benefit Plans.
18. Choice of Law.
19. Severability

IN WITNESS WHEREOF, the parties have executed and delivered
this Agreement effective as of the day and year set forth below.

|Employee | Siebel Systems, Inc.
|-------- | --------------------



|__________________________       | By: __________________________   
|-------------------------------- | ---------------------------------
|                                 | Name: _____________________      
|                                 | Title: __________________________
|Date: __________________________ | Date: __________________________ 

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Attachment II
Election Agreement

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Siebel Systems, Inc.
                  Restricted Stock Unit
                  Election Agreement

Please complete this Election Agreement and
return a signed copy to the Stock Administration Group of Siebel Systems, Inc.
(the "Company") by [insert date]. Defined terms not explicitly defined in
this Election Agreement but defined in the Plan or your Restricted Stock Unit
Award Agreement shall have the same definitions as in such documents.

|Name: | SS #:
|----- | -----



Settlement Date

In making this election, the following rules
apply:

- You must select a Settlement Date as of which you will
receive the Shares associated with the Restricted Stock Unit that you elected to
defer below.
- You may elect as many Settlement Dates as you wish
related to the Restricted Stock Unit. You must, however, defer the issuance of
Shares subject to the Restricted Stock Unit in increments of 25,000. For
example, if you have 100,000 Shares covered by your Restricted Stock Unit, you
may elect up to four different Settlement Dates -- one Settlement Date related
to each increment of 25,000.
- The vested Shares will be transferred to you on February
1 (or, if not a business day, the first business day thereafter) of the year in
which you select to defer receipt of the Shares, unless you specifically select
a different Settlement Date in that year.

I hereby irrevocably elect to defer receipt of the Shares
associated with the above-referenced Restricted Stock Unit until the following
date(s) and in the following increment(s). I acknowledge that only vested Shares
will be issued to me and that the Settlement Date may occur after vesting.

A.

B.

C.

D.

E.

F.



If no Settlement Date is specified, then the issuance of
vested Shares will occur upon the termination your Continuous Status as an
Employee, Director or Consultant.

Manner of Transfer

All of the Shares you are entitled to receive on the
Settlement Date specified in this Election Agreement will be transferred to you
on or as soon as practicable after such Settlement Date.



Terms and Conditions

By signing this form, you hereby acknowledge your
understanding and acceptance of the following:

l.	Company Right to Early Transfer. Notwithstanding
any election made herein, the Company or any Subsidiary reserves the right to
transfer to you all of the vested and then unissued Shares associated with the
Restricted Stock Units subject to this Election Agreement at any time following
the termination of your employment with the Company or any Subsidiary.

2.	Withholding. The Company shall have the right to
deduct from all deferrals or payments hereunder, any federal, state, or local
tax required by law to be withheld.

3.	Nonassignable. Your rights and interests under
this Election Agreement may not be assigned, pledged, or transferred other than
as provided in the Siebel Systems, Inc. [1996/1998] Equity Incentive Plan.

4.	Termination of This Agreement. The Company
reserves the right to terminate this Agreement at any time. In such case, Shares
that you purchased pursuant to your Agreement may be issued to you
immediately.

5.	Bookkeeping Account. The Company will establish
a bookkeeping account to reflect the number of Shares that you acquired pursuant
to your Restricted Stock Unit and the Fair Market Value such Shares that are
subject to this Election Agreement.

6.	Stock Certificates. Share certificates (each, a
"Certificate") evidencing the issuance of the Shares pursuant to your Restricted
Stock Unit shall be issued to you as of the applicable Settlement Dates (or such
earlier date payment is to be made pursuant to this Election Agreement) and
shall be registered in your name. Subject to the withholding requirements
outlined above, Certificates representing the unrestricted Shares will be
delivered to you as soon as practicable after the Settlement Date.

7.	Change in Control. As used in this Election
Agreement, "Change in Control" means the occurrence, in a single transaction or
in a series of related transactions, of any one or more of the following events:
(a) a dissolution, liquidation or sale of substantially all of the assets of the
Company; (b) a merger or consolidation in which the Company is not the surviving
corporation; or (c) a reverse merger in which the Company is the surviving
corporation but the shares of the Company's common stock outstanding immediately
preceding the merger are converted by virtue of the merger into other property,
whether in the form of securities, cash or otherwise. The term "Change in
Control" shall not include a sale of assets, merger or other transaction
effected exclusively for the purpose of changing the domicile of the Company. In
the event of any conflict in the definition of "Change in Control" (or any
analogous term) between the provisions of a separate agreement between you and
the Company and those of this Election Agreement, the provisions of this
Election Agreement shall control.

8.	Governing Law. This Agreement shall be construed
and administered according to the laws of the State of California.

By executing this Election Agreement, I hereby acknowledge my
understanding of and agreement with all the terms and provisions set forth in
this Election Agreement.



|Employee | Siebel Systems, Inc.
|-------- | --------------------



|__________________________       | By: __________________________   
|-------------------------------- | ---------------------------------
|                                 | Name: __________________________ 
|                                 | Title: __________________________
|Date: __________________________ | Date: __________________________ 

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Attachment III
Siebel Systems, Inc. [1996/1998] Equity Incentive Plan

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