<PAGE>

                                                                    Exhibit 10.4

                              Vignette Corporation

                          Employee Stock Purchase Plan
               (As Amended January 26, 2001 and October 31, 2001)

<PAGE>

                                TABLE OF CONTENTS
                                -----------------

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                                                                        Page
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SECTION 1. PURPOSE OF THE PLAN ........................................    1

SECTION 2. ADMINISTRATION OF THE PLAN .................................    1
     (a) Committee Composition ........................................    1
     (b) Committee Responsibilities ...................................    1

SECTION 3. ENROLLMENT AND PARTICIPATION ...............................    1
     (a) Offering Periods .............................................    1
     (b) Contribution Periods .........................................    1
     (c) Enrollment ...................................................    1
     (d) Duration of Participation ....................................    2
     (e) Applicable Offering Period ...................................    2

SECTION 4. EMPLOYEE CONTRIBUTIONS .....................................    2
     (a) Frequency of Payroll Deductions ..............................    2
     (b) Amount of Payroll Deductions .................................    3
     (c) Changing Withholding Rate ....................................    3
     (d) Discontinuing Payroll Deductions .............................    3
     (e) Limit on Number of Elections .................................    3

SECTION 5. WITHDRAWAL FROM THE PLAN ...................................    3
     (a) Withdrawal ...................................................    3
     (b) Re-Enrollment After Withdrawal ...............................    3

SECTION 6. CHANGE IN EMPLOYMENT STATUS ................................    4
     (a) Termination of Employment ....................................    4
     (b) Leave of Absence .............................................    4
     (c) Death ........................................................    4

SECTION 7. PLAN ACCOUNTS AND PURCHASE OF SHARES .......................    4
     (a) Plan Accounts ................................................    4
     (b) Purchase Price ...............................................    4
     (c) Number of Shares Purchased ...................................    4
     (d) Available Shares Insufficient ................................    5
     (e) Issuance of Common Stock .....................................    5
     (f) Unused Cash Balances .........................................    5
     (g) Stockholder Approval .........................................    5

SECTION 8. LIMITATIONS ON STOCK OWNERSHIP .............................    5
     (a) Five Percent Limit ...........................................    5
     (b) Dollar Limit .................................................    6
</TABLE>

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<TABLE>

<S>                                                                        <C>
SECTION 9.   RIGHTS NOT TRANSFERABLE ....................................    7

SECTION 10.  NO RIGHTS AS AN EMPLOYEE ...................................    7

SECTION 11.  NO RIGHTS AS A STOCKHOLDER .................................    7

SECTION 12.  SECURITIES LAW REQUIREMENTS. ...............................    7

SECTION 13.  STOCK OFFERED UNDER THE PLAN ...............................    7
     (a)  Authorized Shares .............................................    7
     (b)  Anti-Dilution Adjustments .....................................    8
     (c)  Reorganizations ...............................................    8

SECTION 14.  AMENDMENT OR DISCONTINUANCE ................................    8

SECTION 15.  DEFINITIONS ................................................    8
     (b)  Board .........................................................    8
     (c)  Code ..........................................................    9
     (d)  Committee .....................................................    9
     (e)  Common Stock ..................................................    9
     (a)  Contribution Period ...........................................    9
     (f)  Corporation ...................................................    9
     (g)  Compensation ..................................................    9
     (h)  Corporate Reorganization ......................................    9
     (i)  Eligible Employee .............................................    9
     (j)  Exchange Act ..................................................    9
     (k)  Fair Market Value .............................................    9
     (l)  IPO ...........................................................   10
     (m)  Offering Period ...............................................   10
     (n)  Participant ...................................................   10
     (o)  Participating Corporation .....................................   10
     (p)  Plan ..........................................................   10
     (q)  Plan Account ..................................................   10
     (r)  Purchase Price ................................................   10
     (s)  Subsidiary ....................................................   10
</TABLE>

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<PAGE>

                              Vignette Corporation
                          Employee Stock Purchase Plan

SECTION 1. PURPOSE OF THE PLAN.

     The Plan was adopted by the Board on September 9, 1998, to be effective as
of the date of the IPO, and was amended on January 26, 2001 and October 31,
2001. The purpose of the Plan is to provide Eligible Employees with an
opportunity to increase their proprietary interest in the success of the
Corporation by purchasing Common Stock from the Corporation on favorable terms
and to pay for such purchases through payroll deductions. The Plan is intended
to qualify under Section 423 of the Code.

SECTION 2. ADMINISTRATION OF THE PLAN.

     (a) Committee Composition. The Plan shall be administered by the Committee.
The Committee shall consist exclusively of one or more directors of the
Corporation, who shall be appointed by the Board.

     (b) Committee Responsibilities. The Committee shall interpret the Plan and
make all other policy decisions relating to the operation of the Plan. The
Committee may adopt such rules, guidelines and forms as it deems appropriate to
implement the Plan. The Committee's determinations under the Plan shall be final
and binding on all persons.

SECTION 3. ENROLLMENT AND PARTICIPATION.

     (a) Offering Periods. While the Plan is in effect, two overlapping Offering
Periods shall commence in each calendar year. Beginning at the IPO, the Offering
Periods shall consist of the 24-month periods commencing on each February 25 and
August 25, except that the first Offering Period shall commence on the date of
the IPO and end on February 24, 2001. Beginning February 25, 2001, the Offering
Periods shall commence on each February 1 and August 1; the Offering Period
beginning February 25, 2001 shall end on January 31, 2003.

     (b) Contribution Periods. While the Plan is in effect, two Contribution
Periods shall commence in each calendar year. Beginning at the IPO, the
Contribution Periods shall consist of the six-month periods commencing on each
February 25 and August 25, except that the first Contribution Period shall
commence on the date of the IPO and end on August 24, 1999. Beginning February
25, 2001, the Contribution Periods shall commence on each February 1 and August
1; the period beginning February 25, 2001 shall end on July 31, 2001.

     (c) Enrollment. Any individual who, on the day prior to the first day of an
Offering Period, qualifies as an Eligible Employee may elect to become a
Participant in the Plan for such

<PAGE>

Offering Period by executing the enrollment form prescribed for this purpose by
the Committee. The enrollment form shall be filed with the Corporation at the
prescribed location not later than one business day prior to the commencement of
such Offering Period. Each time the Participant disposes of shares acquired
under the Plan, the Participant shall promptly notify the Corporation.

     (d) Duration of Participation. Once enrolled in the Plan, a Participant
shall continue to participate in the Plan until he or she ceases to be an
Eligible Employee, withdraws from the Plan under Section 5(a) or reaches the end
of the Contribution Period in which his or her employee contributions were
discontinued under Section 4(d) or 8(b). A Participant who discontinued employee
contributions under Section 4(d) or withdrew from the Plan under Section 5(a)
may again become a Participant, if he or she then is an Eligible Employee, by
following the procedure described in Subsection (c) above. A Participant whose
employee contributions were discontinued automatically under Section 8(b) shall
automatically resume participation at the beginning of the earliest Contribution
Period ending in the next calendar year, if he or she then is an Eligible
Employee.

     (e) Applicable Offering Period. For purposes of calculating the Purchase
Price under Section 7(b), the applicable Offering Period shall be determined as
follows:

         (i)   Once a Participant is enrolled in the Plan for an Offering
     Period, such Offering Period shall continue to apply to him or her until
     the earliest of (A) the end of such Offering Period, (B) the end of his or
     her participation under Subsection (d) above or (C) re-enrollment for a
     subsequent Offering Period under Paragraph (ii) or (iii) below.

         (ii)  In the event that the Fair Market Value of the Common Stock on
     the last trading day before the commencement of the Offering Period for
     which the Participant is enrolled is higher than on the last trading day
     before the commencement of any subsequent Offering Period, the Participant
     shall automatically be re-enrolled for such subsequent Offering Period.

         (iii) Any other provision of the Plan notwithstanding, the Corporation
     (at its sole discretion) may determine prior to the commencement of any new
     Offering Period that all Participants shall be re-enrolled for such new
     Offering Period.

         (iv)  When a Participant reaches the end of an Offering Period but his
     or her participation is to continue, then such Participant shall
     automatically be re-enrolled for the Offering Period that commences
     immediately after the end of the prior Offering Period.

SECTION 4. EMPLOYEE CONTRIBUTIONS.

     (a) Frequency of Payroll Deductions. A Participant may purchase shares of
Common Stock under the Plan solely by means of payroll deductions. Payroll
deductions, as

                                        2

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designated by the Participant pursuant to Subsection (b) below, shall occur on
each payday during participation in the Plan.

     (b) Amount of Payroll Deductions. An Eligible Employee shall designate on
the enrollment form the portion of his or her Compensation that he or she elects
to have withheld for the purchase of Common Stock under all employee stock
purchase plans maintained by the Corporation or its subsidiaries. Such portion
shall be a whole percentage of the Eligible Employee's Compensation, from 0% to
15% or such lesser percentage established by the Committee from time to time.

     (c) Changing Withholding Rate. If a Participant wishes to change the rate
of payroll withholding, he or she may do so by filing a new enrollment form with
the Corporation at the prescribed location at any time. The new withholding rate
shall be effective as soon as reasonably practicable after such form has been
received by the Corporation. The new withholding rate shall be a whole
percentage of the Eligible Employee's Compensation, from 0% to 15%.

     (d) Discontinuing Payroll Deductions. If a Participant wishes to
discontinue employee contributions entirely, he or she may do so by filing a new
enrollment form with the Corporation at the prescribed location at any time.
Payroll withholding shall cease as soon as reasonably practicable after such
form has been received by the Corporation. (In addition, employee contributions
may be discontinued automatically pursuant to Section 8(b).) A Participant who
has discontinued employee contributions may resume such contributions by filing
a new enrollment form with the Corporation at the prescribed location. Payroll
withholding shall resume as soon as reasonably practicable after such form has
been received by the Corporation.

     (e) Limit on Number of Elections. Participants to make changes to their
contribution percentage under Subsection (c) or (d) above any number of times
during any Contribution Period, subject to the Committee's discretion to
establish limits periodically.

SECTION 5. WITHDRAWAL FROM THE PLAN.

     (a) Withdrawal. A Participant may elect to withdraw from the Plan by filing
the prescribed form with the Corporation at the prescribed location at any time
before the last day of a Contribution Period. As soon as reasonably practicable
thereafter, payroll deductions shall cease and the entire amount credited to the
Participant's Plan Account shall be refunded to him or her in cash, without
interest. No partial withdrawals shall be permitted.

     (b) Re-Enrollment After Withdrawal. A former Participant who has withdrawn
from the Plan shall not be a Participant until he or she re-enrolls in the Plan
under Section 3(c). Re-enrollment may be effective only at the commencement of
an Offering Period.

                                        3

<PAGE>

SECTION 6. CHANGE IN EMPLOYMENT STATUS.

     (a) Termination of Employment. Termination of employment as an Eligible
Employee for any reason, including death, shall be treated as an automatic
withdrawal from the Plan under Section 5(a). (A transfer from one Participating
Corporation to another shall not be treated as a termination of employment.)

     (b) Leave of Absence. For purposes of the Plan, employment shall not be
deemed to terminate when the Participant goes on a military leave, a sick leave
or another bona fide leave of absence, if the leave was approved by the
Corporation in writing. Employment, however, shall be deemed to terminate 90
days after the Participant goes on a leave, unless a contract or statute
guarantees his or her right to return to work. Employment shall be deemed to
terminate in any event when the approved leave ends, unless the Participant
immediately returns to work.

     (c) Death. In the event of the Participant's death, the amount credited to
his or her Plan Account shall be paid to a beneficiary designated by him or her
for this purpose on the prescribed form or, if none, to the Participant's
estate. Such form shall be valid only if it was filed with the Corporation at
the prescribed location before the Participant's death.

SECTION 7. PLAN ACCOUNTS AND PURCHASE OF SHARES.

     (a) Plan Accounts. The Corporation shall maintain a Plan Account on its
books in the name of each Participant. Whenever an amount is deducted from the
Participant's Compensation under the Plan, such amount shall be credited to the
Participant's Plan Account. Amounts credited to Plan Accounts shall not be trust
funds and may be commingled with the Corporation's general assets and applied to
general corporate purposes. No interest shall be credited to Plan Accounts.

     (b) Purchase Price. The Purchase Price for each share of Common Stock
purchased at the close of a Contribution Period shall be the lower of:

         (i)  85% of the Fair Market Value of such share on the last trading day
     in such Contribution Period; or

         (ii) 85% of the Fair Market Value of such share on the last trading day
     before the commencement of the applicable Offering Period (as determined
     under Section 3(e)) or, in the case of the first Offering Period under the
     Plan, 85% of the price at which one share of Common Stock is offered to the
     public in the IPO.

     (c) Number of Shares Purchased. As of the last day of each Contribution
Period, each Participant shall be deemed to have elected to purchase the number
of shares of Common Stock calculated in accordance with this Subsection (c),
unless the Participant has previously elected to withdraw from the Plan in
accordance with Section 5(a). The amount then in the Participant's Plan Account
shall be divided by the Purchase Price, and the number of shares that results
shall be purchased from the Corporation with the funds in the Participant's Plan
Account. The foregoing notwithstanding, no Participant shall purchase more than
2,000 shares of Common

                                        4

<PAGE>

Stock with respect to any Contribution Period nor more than the amounts of
Common Stock set forth in Sections 8(b) and 13(a). The Committee may determine
with respect to all Participants that any fractional share, as calculated under
this Subsection (c), shall be (i) rounded down to the next lower whole share or
(ii) credited as a fractional share.

     (d) Available Shares Insufficient. In the event that the aggregate number
of shares that all Participants elect to purchase during a Contribution Period
exceeds the maximum number of shares remaining available for issuance under
Section 13(a), then the number of shares to which each Participant is entitled
shall be determined by multiplying the number of shares available for issuance
by a fraction, the numerator of which is the number of shares that such
Participant has elected to purchase and the denominator of which is the number
of shares that all Participants have elected to purchase.

     (e) Issuance of Common Stock. Certificates representing the shares of
Common Stock purchased by a Participant under the Plan shall be issued to him or
her as soon as reasonably practicable after the close of the applicable
Contribution Period, except that the Committee may determine that such shares
shall be held for each Participant's benefit by a broker designated by the
Committee (unless the Participant has elected that certificates be issued to him
or her). Shares may be registered in the name of the Participant or jointly in
the name of the Participant and his or her spouse as joint tenants with right of
survivorship or as community property. The Committee may impose such
restrictions on the transfer or resale of issued shares as it may deem
advisable.

     (f) Unused Cash Balances. An amount remaining in the Participant's Plan
Account that represents the Purchase Price for any fractional share shall be
carried over in the Participant's Plan Account to the next Contribution Period.
Any amount remaining in the Participant's Plan Account that represents the
Purchase Price for whole shares that could not be purchased by reason of
Subsection (c) above, Section 8(b) or Section 13(a) shall be refunded to the
Participant in cash, without interest.

     (g) Stockholder Approval. Any other provision of the Plan notwithstanding,
no shares of Common Stock shall be purchased under the Plan unless and until the
Corporation's stockholders have approved the adoption of the Plan.

SECTION 8. LIMITATIONS ON STOCK OWNERSHIP.

     (a) Five Percent Limit. Any other provision of the Plan notwithstanding, no
Participant shall be granted a right to purchase Common Stock under the Plan if
such Participant, immediately after his or her election to purchase such Common
Stock, would own stock possessing more than 5% of the total combined voting
power or value of all classes of stock of the Corporation or any parent or
Subsidiary of the Corporation. For purposes of this Subsection (a), the
following rules shall apply:

         (i) Ownership of stock shall be determined after applying the
     attribution rules of section 424(d) of the Code;

                                        5

<PAGE>

          (ii)  Each Participant shall be deemed to own any stock that he or she
     has a right or option to purchase under this or any other plan; and

          (iii) Each Participant shall be deemed to have the right to purchase
     no more than 2,000 shares of Common Stock under this Plan with respect to
     each Contribution Period.

     (b)  Dollar Limit. Any other provision of the Plan notwithstanding, no
Participant shall purchase Common Stock under the Plan at a rate which, when
aggregated with his or her rights to purchase stock under all other employee
stock purchase plans of the Corporation or any Subsidiary, exceeds $25,000 in
Fair Market Value (or such other limit as may be imposed by the Code) for each
calendar year in which the Participant participates in the applicable Offering
Period (the "Dollar Limit"). The Dollar Limit shall be applied as follows:

          (i)   In the case of Common Stock purchased during an Offering Period
     that commenced in the current calendar year, the limit shall be equal to
     (A) $25,000 minus (B) the Fair Market Value of the Common Stock that the
     Participant previously purchased (under this Plan and all other employee
     stock purchase plans of the Corporation or any parent or Subsidiary of the
     Corporation) but only to the extent allocable to the current calendar year
     Dollar Limit.

          (ii)  In the case of Common Stock purchased during an Offering Period
     that commenced in the immediately preceding calendar year, the limit shall
     be equal to (A) $50,000 minus (B) the Fair Market Value of the Common Stock
     that the Participant previously purchased (under this Plan and all other
     employee stock purchase plans of the Corporation or any parent or
     Subsidiary of the Corporation) but only to the extent allocable to the
     Dollar Limit for the current calendar year and the immediately preceding
     calendar year.

          (iii) In the case of Common Stock purchased during an Offering Period
     that commenced in the second preceding calendar year, the limit shall be
     equal to (A) $75,000 minus (B) the Fair Market Value of the Common Stock
     that the Participant previously purchased (under this Plan and all other
     employee stock purchase plans of the Corporation or any parent or
     Subsidiary of the Corporation) but only to the extent allocable to the
     Dollar Limit for the current calendar year and the two preceding calendar
     years.

Shares purchased under this Plan and all other employee stock purchase plans of
the Corporation or any parent or Subsidiary of the Corporation shall be
allocated to the earliest calendar year Dollar Limit available. The provisions
of this Subsection (b) shall be construed to maximize the number of shares a
Participant may purchase within the limitations of Treas. Regulation Section
1.423-2(i) and not to be more limiting than that Regulation. For purposes of
this Subsection (b), the Fair Market Value of Common Stock shall be determined
in each case as of the beginning of the Offering Period in which such Common
Stock is purchased. Employee stock purchase plans not described in section 423
of the Code shall be disregarded. If a Participant is precluded by this
Subsection (b) from purchasing additional Common Stock under the Plan, then his
or her

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<PAGE>

employee contributions shall automatically be discontinued and shall resume at
the beginning of the earliest Contribution Period ending in the next calendar
year (if he or she then is an Eligible Employee).

SECTION 9.   RIGHTS NOT TRANSFERABLE.

     The rights of any Participant under the Plan, or any Participant's interest
in any Common Stock or moneys to which he or she may be entitled under the Plan,
shall not be transferable by voluntary or involuntary assignment or by operation
of law, or in any other manner other than by beneficiary designation or the laws
of descent and distribution. If a Participant in any manner attempts to
transfer, assign or otherwise encumber his or her rights or interest under the
Plan, other than by beneficiary designation or the laws of descent and
distribution, then such act shall be treated as an election by the Participant
to withdraw from the Plan under Section 5(a).

SECTION 10.  NO RIGHTS AS AN EMPLOYEE.

     Nothing in the Plan or in any right granted under the Plan shall confer
upon the Participant any right to continue in the employ of a Participating
Corporation for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Participating Corporations or of the
Participant, which rights are hereby expressly reserved by each, to terminate
his or her employment at any time and for any reason, with or without cause.

SECTION 11.  NO RIGHTS AS A STOCKHOLDER.

     A Participant shall have no rights as a stockholder with respect to any
shares of Common Stock that he or she may have a right to purchase under the
Plan until such shares have been purchased on the last day of the applicable
Contribution Period.

SECTION 12.  SECURITIES LAW REQUIREMENTS.

     Shares of Common Stock shall not be issued under the Plan unless the
issuance and delivery of such shares comply with (or are exempt from) all
applicable requirements of law, including (without limitation) the Securities
Act of 1933, as amended, the rules and regulations promulgated thereunder, state
securities laws and regulations, and the regulations of any stock exchange or
other securities market on which the Corporation's securities may then be
traded. In order to reflect any restrictions on disposition of the shares
acquired under the Plan, the stock certificates for the purchased shares may be
endorsed with one or more restrictive legends

SECTION 13.  STOCK OFFERED UNDER THE PLAN.

     (a) Authorized Shares. The aggregate number of shares of Common Stock
available for purchase under the Plan shall be 4,500,000*, subject to adjustment
pursuant to this Section 13. In addition, the number of shares of Common Stock
available for purchase under the

______________________

*Reflects a 2 for 1 stock split effected November 1999 and a 3 for 1 stock split
effected April 2000.

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<PAGE>

Plan shall automatically increase by (A) the lesser of (i) 2% of the total
number of shares of Common Stock then outstanding or (ii) 4,500,000* shares on
January 1, 2000, January 1, 2001, and January 1, 2002 or (B) such lesser number
determined by the Board or Compensation Committee each year.

     (b) Anti-Dilution Adjustments. The aggregate number of shares of Common
Stock offered under the Plan, the number of shares by which the share reserve is
to increase each calendar year, and the price of shares that any Participant has
elected to purchase shall be adjusted proportionately by the Committee for any
increase or decrease in the number of outstanding shares of Common Stock
resulting from a subdivision or consolidation of shares or the payment of a
stock dividend, any other increase or decrease in such shares effected without
receipt or payment of consideration by the Corporation, the distribution of the
shares of a Subsidiary to the Corporation's stockholders or a similar event. The
2,000-share limitation described in Section 7(c) shall be adjusted
proportionately by the Committee for any increase or decrease in the number of
outstanding shares of Common Stock resulting from a subdivision or consolidation
of shares or the payment of a stock dividend, any other increase or decrease in
such shares effected without receipt or payment of consideration by the
Corporation, the distribution of the shares of a Subsidiary to the Corporation's
stockholders or a similar event only to the extent that the Committee expressly
provides for such an adjustment.

     (c) Reorganizations. Any other provision of the Plan notwithstanding,
immediately prior to the effective time of a Corporate Reorganization, the
Offering Period and Contribution Period then in progress shall terminate and
shares shall be purchased pursuant to Section 7. The Plan shall in no event be
construed to restrict in any way the Corporation's right to undertake a
dissolution, liquidation, merger, consolidation or other reorganization.

SECTION 14.   AMENDMENT OR DISCONTINUANCE.

     The Board shall have the right to amend, suspend or terminate the Plan at
any time and without notice. Except as provided in Section 13, any increase in
the aggregate number of shares of Common Stock to be issued under the Plan shall
be subject to approval by a vote of the stockholders of the Corporation. In
addition, any other amendment of the Plan shall be subject to approval by a vote
of the stockholders of the Corporation to the extent required by an applicable
law or regulation. The Board approved an amendment to the Plan on October 31,
2001, to clarify the operation of the $25,000 limitation of Section 8(b),
decrease the per-person share limit of Section 8(a), limit the automatic
operation of the adjustment provisions of Section 13(b) in the case of the
per-person share limit, and permit enrollment with a contribution percentage of
0% to be effective upon approval by the Board.

SECTION 15.   DEFINITIONS.

     (a) "Board" means the Board of Directors of the Corporation, as constituted
from time to time.

___________________

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<PAGE>

     (b) "Code" means the Internal Revenue Code of 1986, as amended.

     (c) "Committee" means a committee of the Board, as described in Section 2.

     (d) "Common Stock" means the common stock of the Corporation.

     (e) "Contribution Period" means a six-month period during which
contributions may be made toward the purchase of Common Stock under the Plan, as
determined pursuant to Section 3(b).

     (f) "Corporation" means Vignette Corporation, a Delaware corporation.

     (g) "Compensation" means (i) the total compensation paid in cash to a
Participant by a Participating Corporation, including salaries, wages, bonuses,
incentive compensation, commissions, overtime pay and shift premiums, plus (ii)
any pre-tax contributions made by the Participant under section 401(k) or 125 of
the Code. "Compensation" shall exclude all non-cash items, moving or relocation
allowances, cost-of-living equalization payments, car allowances, tuition
reimbursements, imputed income attributable to cars or life insurance, severance
pay, fringe benefits, contributions or benefits received under employee benefit
plans, income attributable to the exercise of stock options, and similar items.
The Committee shall determine whether a particular item is included in
Compensation.

     (h) "Corporate Reorganization" means:

         (i)  The consummation of a merger or consolidation of the Corporation
     with or into another entity or any other corporate reorganization; or

         (ii) The sale, transfer or other disposition of all or substantially
     all of the Corporation's assets or the complete liquidation or dissolution
     of the Corporation.

     (i) "Eligible Employee" means any employee of a Participating Corporation
if his or her customary employment is for more than five months per calendar
year and for more than 20 hours per week. The foregoing notwithstanding, an
individual shall not be considered an Eligible Employee if his or her
participation in the Plan is prohibited by the law of any country which has
jurisdiction over him or her or if he or she is subject to a collective
bargaining agreement that does not provide for participation in the Plan.

     (j) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     (k) "Fair Market Value" means the market price of Common Stock, determined
by the Committee as follows:

         (i)  If the Common Stock was traded on the Nasdaq National Market on
     the date in question, then the Fair Market Value shall be equal to the
     last-transaction price quoted for such date by the Nasdaq National Market;

                                       9

<PAGE>

         (ii)  If the Common Stock was traded on a stock exchange on the date
     in question, then the Fair Market Value shall be equal to the closing price
     reported by the applicable composite transactions report for such date; or

         (iii) If none of the foregoing provisions is applicable, then the Fair
     Market Value shall be determined by the Committee in good faith on such
     basis as it deems appropriate.

Whenever possible, the determination of Fair Market Value by the Committee shall
be based on the prices reported in The Wall Street Journal or as reported
                                   -----------------------
directly to the Corporation by Nasdaq or a stock exchange. Such determination
shall be conclusive and binding on all persons.

     (l) "IPO" means the initial offering of Common Stock to the public pursuant
to a registration statement filed by the Corporation with the Securities and
Exchange Commission.

     (m) "Offering Period" means a 24-month period with respect to which the
right to purchase Common Stock may be granted under the Plan, as determined
pursuant to Section 3(a).

     (n) "Participant" means an Eligible Employee who elects to participate in
the Plan, as provided in Section 3(c).

     (o) "Participating Corporation" means (i) the Corporation and (ii) each
present or future Subsidiary designated by the Committee as a Participating
Corporation.

     (p) "Plan" means this Vignette Corporation Employee Stock Purchase Plan, as
it may be amended from time to time.

     (q) "Plan Account" means the account established for each Participant
pursuant to Section 7(a).

     (r) "Purchase Price" means the price at which Participants may purchase
Common Stock under the Plan, as determined pursuant to Section 7(b).

     (s) "Subsidiary" means any corporation (other than the Corporation) in an
unbroken chain of corporations beginning with the Corporation, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

                                       10