EXHIBIT 10.30

VIGNETTE CORPORATION 1999 EQUITY INCENTIVE PLAN

NOTICE OF RESTRICTED STOCK AWARD

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



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|--------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name:                             |  | []*                                                                                                                                                                                                            
|Employee Id #:                    |  | []*                                                                                                                                                                                                            
|                                  | 
|Restricted Stock Award Details:   |  |                                                                                                                                                                                                                
|Date of Grant:                    |  | []*                                                                                                                                                                                                            
|Vesting Commencement:             |  | []*                                                                                                                                                                                                            
|Amount of Restricted Stock Award: |  | [shares]*                                                                                                                                                                                                      
|                                  | 
|Vesting Schedule:                 |  | [% of the shares of Common Stock awarded
under this Restricted Stock Award shall vest on
, 20]*, provided that you have continuous Service with the Company or a subsidiary of the Company from the Grant Date.

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|* | The specific terms of the award are determined on the date of grant by the Board of Directors. Currently the typical vesting schedule for restricted stock awards for
Board members stipulates 100% of the Shares subject to the award will become vested when the award recipient completes twelve (12) months of continuous Service from the Vesting Commencement Date.}
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 1999 Equity Incentive Plan (the Plan) and of the Restricted Stock Agreement. The Restricted Stock 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 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 any withholding taxes that may be due immediately upon the vesting date. In no event shall you surrender shares of Common
Stock as payment of any tax liability if such action would cause the Corporation to recognize a compensation expense (or additional compensation expense) with respect to this restricted stock award for financial reporting purposes.



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|---------- |  | -------------------- |  | 
|RECIPIENT: |  | VIGNETTE CORPORATION
|           |  |                     
|           |  | By:                  |  | 
|           |  |                     
|           |  | Title:               |  | 
|           |  | Print Name           |  | 



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VIGNETTE CORPORATION 1999 EQUITY INCENTIVE
PLAN

RESTRICTED STOCK AGREEMENT



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|------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Payment for Shares                   |  | No payment is required for the shares you receive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                     | 
|Vesting                              |  | The shares that you are receiving 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. 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.                                                                                                                                                  
|                                     | 
|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 Company,
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 Company to be bound by all provisions of this Agreement.
|                                     | 
|Forfeiture                           |  | If your Service terminates for any reason, then your shares will be forfeited to the extent that they have not vested before the termination date and do not vest as a result of the termination.
This means that the Restricted Shares will immediately revert to the Company. You receive no payment for Restricted Shares that are forfeited.                                                                                                                                                                                                                     
|                                     | 
|                                     |  | The Company determines when your Service terminates for this purpose. Any shares that are forfeited may be returned to Treasury or cancelled at the Corporations
discretion.                                                                                                                                                                                                                                                                                                                                                                                        
|                                     | 
|Leaves of Absence and Part-Time
Work |  | For purposes of this award, your Service does not terminate when you go on a military leave, a sick leave or another 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                                                                                                                                                                                                                                                                                                                                                      



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|                  |  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                  | 
|Change in Control |  | Notwithstanding anything in the Plan to the contrary:  In the event of any Change in Control the Restricted Shares subject to this Agreement shall become fully vested effective as of immediately prior to the specified
effective date for the Change in Control. Immediately following the consummation of the Change in Control, each Restricted Share award shall terminate and cease to be outstanding, except to the extent assumed or substituted by the successor
corporation or its parent company.  For purposes of this section, Change in Control
shall be defined as a change in ownership or control of the Corporation effected through one of the following transactions:  a. the consummation of a merger or consolidation of the Corporation with or into another entity or any other corporate reorganization, if more than
50% of the combined voting power of the continuing or surviving entitys securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who were not stockholders of the Corporation immediately
prior to such merger, consolidation or other reorganization;  b. the
sale, transfer or other disposition of all or substantially all of the Corporations assets;  c. a change in the composition of the Board, as a result of which fewer than one-third of the incumbent directors are directors who either (i) had been directors of the Corporation on the date 24 months prior to
the date of the event that may constitute a Change in Control (the original directors) or (ii) were elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the aggregate of the original
directors who were still in office at the time of the election or nomination and the directors whose election or nomination was previously so approved;



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|                       |  | d. any transaction as a result of which any person is the beneficial owner (as defined in Rule 13d-3 under the
1934 Act), directly or indirectly, of securities of the Corporation representing at least 50% of the total voting power represented by the Corporations then outstanding voting securities. For purposes of this Paragraph (d), the term
person shall have the same meaning as when used in sections 13(d) and 14(d) of the 1934 Act but shall exclude (i) a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or of a Parent or
Subsidiary and (ii) a corporation owned directly or indirectly by the stockholders of the Corporation in substantially the same proportions as their ownership of the Common Stock of the Corporation; or  e. a transaction shall not constitute a Change in Control if its sole purpose is
to change the state of the Corporations incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Corporations securities immediately before such
transaction.
|                       | 
|Stock Certificates     |  | The certificates for Restricted Shares shall be held in escrow by the Company or its agent. In addition to or in lieu of holding certificates in escrow, the Company may have stamped on them a
special legend referring to the Companys right of repurchase. As your vested percentage increases, you may request (at reasonable intervals) that the Company 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 Companys consent, these arrangements may include (a) withholding shares of Company 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 Resale |  | You agree not to sell any 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 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              



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|No Retention Rights           |  | Your award or this Agreement does not give you the right to 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                   |  | The adjustments to any outstanding Restricted Shares shall be made by the Board in a manner which shall preclude, other than as authorized by the Plan, this Agreement or applicable law, the
enlargement or dilution of rights and benefits under such awards and shall be final, binding and conclusive. 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.                                                                                                                                                                                                                                                                                          
|                              | 
|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 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.                             

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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