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                                                                   Exhibit 10.22


                              VIGNETTE CORPORATION
                        NOTICE OF RESTRICTED STOCK AWARD

You have been granted restricted shares of Common Stock of Vignette Corporation
(the "Corporation") on the following terms:

Name:             Michael Crosno
Employee Id #:    002613

Restricted Stock Award Details:

Date of Grant:                         December 9, 2002
Vest Commencement Date:                December 2, 2002
First Vest Date:                       November 15, 2003
Amount of Restricted Stock Award:      500,000 shares

Vesting Schedule:

This Restricted Stock Award shall vest (a) with respect to the first 50% of the
shares of Common Stock awarded on the First Vest Date and (b) with respect to an
additional 12.5% of the shares of Common Stock awarded for each quarter of
continuous service thereafter.

By your signature and the signature of the Corporation's representative below,
you and the Corporation agree that your right to receive the shares are granted
under and governed by the terms and conditions of the Restricted Stock
Agreement, which is attached to and made a part of this document.

You further agree that the Corporation may deliver by email all documents
relating to this award (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.

By your signature below, you agree to remit by your separate check the
withholding taxes due upon each vesting date. You may also request that the
Corporation withhold from the shares awarded to you a sufficient number of
shares to cover the withholding taxes. Forms for requesting withholding of
shares are available from the Corporation.

RECIPIENT:                             VIGNETTE CORPORATION

----------------------------------     By:
                                          -----------------------------------

                                       Name:
----------------------------------          ---------------------------------
Print Name
                                       Title:

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                              VIGNETTE CORPORATION
                           RESTRICTED STOCK AGREEMENT

Payment for         No payment is required for the shares of Common
Shares              Stock awarded, except for satisfying any withholding taxes
                    that may be due as a result of this award or the vesting of
                    the shares.

Vesting             The shares of Common Stock awarded will vest in
                    installments, as shown in the Notice of Restricted Stock
                    Award. No additional shares vest after your service as an
                    employee, consultant or director of the Corporation or a
                    subsidiary of the Corporation ("Service") has terminated for
                    any reason except as set forth below. It is intended that
                    vesting in the shares is commensurate with a full-time work
                    schedule. For possible adjustments that may be made by the
                    Corporation, see the Section below entitled "Leaves of
                    Absence and Part-Time Work."

Vesting Upon        The shares awarded hereunder shall vest in full if your
Termination         Service terminates because of death or Permanent Disability
                    or because your Service is terminated by the Corporation
                    without Cause or due to your Resignation for Good Reason.

                    For all purposes under this Agreement, "Cause" means
                    material misconduct, material and repeated failure to
                    perform duties assigned as determined by the Corporation's
                    Board of Directors, any material breach of the Corporation's
                    policies or of the Proprietary Inventions Agreement which
                    remains uncured after 15 days from the date notice of such
                    breach is provided to you or which cannot by its nature be
                    cured, or any material act or omission involving moral
                    turpitude.

                    For all purposes under this Agreement, "Resignation for Good
                    Reason" shall mean resignation following 1) a change in your
                    position which materially reduces your level of
                    responsibility, 2) a relocation of your place of employment
                    (Austin, Texas) by more than 50 miles without your consent
                    or 3) a material (i.e., more than 10%) reduction in your
                    level of compensation without your consent.

                    For all purposes under this Agreement, "Permanent
                    Disability" means that you are unable to engage in any
                    substantial gainful activity by reason of any medically
                    determinable physical or mental impairment which can be
                    expected to result in death or which has lasted, or can be
                    expected to last, for a continuous period of not less than
                    one year.


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Change in Control   In the event of a Change in Control, then the vesting of the
                    shares of Common Stock Change in Control awarded hereunder
                    will automatically accelerate and become fully vested
                    immediately before the effective date of the Change in
                    Control. However, the shares will not so accelerate if and
                    to the extent the Corporation's right to repurchase unvested
                    shares is, in connection with the Change in Control,
                    assigned to the successor corporation (or its parent).

                    Change in Control is defined in the Corporation's 1999
                    Equity Incentive Plan.

Limitation on       This provision shall apply to you only if, on an after-tax
Acceleration        basis, you would receive more value under this Agreement
                    after the application of this provision than before the
                    application of this provision. For this purpose, "after-tax
                    basis" shall mean a calculation taking into account all
                    federal and state income and excise taxes imposed on you,
                    including (without limitation) the excise tax described in
                    section 4999 of the Internal Revenue Code (the "Code"). If
                    this provision is applicable, it shall supersede any
                    conflicting provision of this Agreement.

                    All calculations required by this provision shall be
                    performed by the independent auditors retained by the
                    Corporation most recently prior to the Change in Control
                    (the "Auditors"), based on information supplied by the
                    Corporation and you, and shall be binding on the Corporation
                    and you. All fees and expenses of the Auditors shall be paid
                    by the Corporation.

                    A reduction in the acceleration resulting from application
                    of the provisions of this Agreement relating to Change in
                    Control shall be made if the Auditors determine that on an
                    after-tax basis, the value of such acceleration would be
                    greater after the application of such a reduction.

                    If a reduction is to be effected, it will be applied as
                    follows: vesting shall not be accelerated with respect to
                    one or more shares under this Agreement until the reduced
                    number of shares would result in no portion of the
                    compensation payable to you being subject to excise tax
                    under Section 4999 of the Code; provided that you may
                    request that other parachute payments to be made to you by
                    the Company be reduced in lieu of a reduction in the
                    acceleration under this Agreement, but no change in the
                    timing of any payment or transfer shall be made without the
                    Corporation's consent. Section 18 of the Corporation's 1999
                    Equity Incentive Plan does not apply to this award.

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Misconduct          "Misconduct" includes fraud, embezzlement, dishonesty or any
                    unauthorized use or disclosure of confidential information
                    or trade secrets of the Corporation or any parent or
                    subsidiary or any other intentional misconduct adversely
                    affecting the business or affairs of the Corporation or a
                    parent or subsidiary of the Corporation.

Shares Restricted   Unvested shares will be considered "Restricted Shares." You
                    may not sell, transfer, pledge or otherwise dispose of any
                    Restricted Shares without the written consent of the
                    Corporation, except as provided in this paragraph. You may
                    transfer Restricted Shares to your spouse, children or
                    grandchildren or to a trust established by you for the
                    benefit of yourself or your spouse, children or
                    grandchildren. However, a transferee of Restricted Shares
                    must agree in writing on a form prescribed by the
                    Corporation to be bound by all provisions of this Agreement.


Forfeiture          If your Service terminates for any reason, then your right
                    to retain the shares awarded under this Agreement will be
                    forfeited to the extent that you have not vested in shares
                    before the termination date and do not vest as a result of
                    the termination except as set forth above. You receive no
                    payment for Restricted Shares that do not vest. The
                    Corporation determines when your Service terminates for this
                    purpose.

Leaves of Absence   For purposes of this award, your Service does not terminate
and Part-Time       when you go on a military leave, a sick leave or another
Work                bona fide leave of absence, if the leave was approved by the
                    Corporation in writing. Your Service terminates when the
                    approved leave ends, unless you immediately return to active
                    work.

                    If you go on a leave of absence that lasts or is expected to
                    last seven days or longer, then vesting will be suspended
                    during the leave to the extent provided for in the
                    Corporation's leave policy. Upon your return to active work,
                    vesting will resume; however, unless otherwise provided in
                    the Corporation's leave policy, you will not receive credit
                    for any vesting during the period of your leave.

                    If you and the Corporation agree to a reduction in your
                    scheduled work hours, then the Corporation reserves the
                    right to modify the rate at which the shares vest, so that
                    the rate of vesting is commensurate with your reduced work
                    schedule. Any such adjustment shall be consistent with the
                    Corporation's policies for part-time or reduced work
                    schedules or shall be pursuant to the terms of an agreement
                    between you and the Corporation pertaining to your reduced
                    work schedule.

                    The Corporation shall not be required to adjust any vesting
                    schedule pursuant to this subsection.

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Stock Certificates  The certificates for Restricted Shares shall be held in
                    escrow by the Corporation or its agent. In addition to or in
                    lieu of holding certificates in escrow, the Corporation may
                    have stamped on them a special legend referring to the
                    Corporation's right of repurchase. As your vested percentage
                    increases, you may request (at reasonable intervals) that
                    the Corporation release to you a certificate for your vested
                    shares without a repurchase right legend.

Voting Rights       You may vote your shares even before they vest.

Withholding Taxes   No stock certificates will be released to you unless you
                    have made acceptable arrangements to pay any withholding
                    taxes that may be due as a result of this award or the
                    vesting of the shares. With the Corporation's consent, these
                    arrangements may include (a) withholding shares of
                    Corporation stock that otherwise would be issued to you when
                    they vest or (b) surrendering shares that you previously
                    acquired. The fair market value of the shares you surrender,
                    determined as of the date when taxes otherwise would have
                    been withheld in cash, will be applied as a credit against
                    the withholding taxes.

Restrictions on     You agree not to sell any shares at a time when applicable
Resale              laws, regulations, Corporation trading policies (including
                    the Corporation's Insider Trading Policy, a copy of which
                    can be found on the Corporation's intranet) or an agreement
                    between the Corporation and its underwriters prohibit a
                    sale. This restriction will apply as long as your Service
                    continues and for such period of time after the termination
                    of your Service as the Corporation may specify.

No Retention        Your award or this Agreement does not give you the right to
Rights              be employed or retained by the Corporation or a subsidiary
                    of the Corporation in any capacity. The Corporation and its
                    subsidiaries reserve the right to terminate your Service at
                    any time, with or without cause.

Adjustments         In the event of a stock split, a stock dividend or a similar
                    change in Corporation stock, the number of Restricted Shares
                    that will vest in any future installments will be adjusted
                    accordingly.

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.

Other Agreements    This Agreement constitutes the entire understanding between
                    you and the Corporation regarding this award. Any prior
                    agreements, commitments or negotiations concerning this
                    award are superseded. This Agreement may be amended only by
                    another written agreement between the parties.

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      BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE

                     TERMS AND CONDITIONS DESCRIBED ABOVE.

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