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                                                                    EXHIBIT 10.4

                               SAPIENT CORPORATION
                             RESTRICTED STOCK UNITS
                                    AGREEMENT

      In recognition of the important contributions that ___________ (the
"Director") makes to the success of Sapient Corporation (the "Company") and its
Affiliates (together with the Company, the "Company Group") as a member of the
Company's Board of Directors, the Company hereby grants to the Director,
pursuant to the Sapient Corporation 1998 Stock Incentive Plan (the "Plan"), the
Restricted Stock Units Award described below.

1.    THE RESTRICTED STOCK UNITS AWARD. The Company hereby grants to the
      Director ________________ (________) Units, subject to the terms and
      conditions of this Agreement and the Plan. An Award shall be paid
      hereunder, only to the extent that such Award is Vested, as provided in
      this Agreement. The Director's rights to the Units are subject to the
      restrictions described in this Agreement and the Plan in addition to such
      other restrictions, if any, as may be imposed by law.

2.    DEFINITIONS. The following definitions will apply for purposes of this
      Agreement. Capitalized terms not defined in this Agreement are used as
      defined in the Plan.

      (a)   "Agreement" means this Restricted Stock Units Agreement granted by
            the Company and agreed to by the Director.

      (b)   "Award" means the grant of Units in accordance with this Agreement.

      (c)   "Change in Control" means the occurrence of any of the following
            events: (i) any "person", as such term is used in Sections 13(d) and
            14(d) of the Securities Exchange Act of 1934, as amended (the
            "Exchange Act") (other than the Company, Jerry A. Greenberg, J.
            Stuart Moore, any trustee or other fiduciary holding securities
            under an employee benefit plan of the Company, or any corporation
            owned directly or indirectly by the stockholders of the Company in
            substantially the same proportion as their ownership of stock of the
            Company), is or becomes the "beneficial owner" (as defined in Rule
            13d-3 under the Exchange Act), directly or indirectly, of securities
            of the Company representing 50% or more of the combined voting power
            of the Company's then outstanding securities; (ii) the stockholders
            of the Company approve a merger or consolidation of the Company with
            any other corporation, other than a merger or consolidation which
            would result in the voting securities of the Company outstanding
            immediately prior thereto continuing to represent (either by
            remaining outstanding or by being converted into voting securities
            of the surviving entity) more than 50% of the combined voting power
            of the voting securities of the Company or such surviving entity
            outstanding

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            immediately after such merger or consolidation; (iii) the
            stockholders of the Company approve a plan of complete liquidation
            of the Company or an agreement for the sale of disposition by the
            Company of all or substantially all of the Company's assets; or (iv)
            individuals who, on the date on which the Plan was adopted by the
            Board, constituted the Board of Directors of the Company, together
            with any new director whose election by the Board or nomination for
            election by the Company's stockholders was approved by a vote of at
            least a majority of the directors then still in office who were
            directors on the date on which the Plan was adopted by the Board or
            whose election or nomination was previously so approved, cease for
            any reason to constitute at least a majority of the Board of
            Directors.

      (d)   "Common Stock" means common stock of the Company, .01 par value.

      (e)   "Grant Date" means ________ __, 200 _.

      (f)   "Fair Market Value" means the average trading price of the Common
            Stock over the twenty trading days prior to the Valuation Date,
            based on the closing price on each such day. For this purpose, the
            "closing price" of the Common Stock on any trading day will be the
            last sale price with respect to such Common Stock reported on the
            NASDAQ, or, if on any such date such Common Stock is not quoted by
            NASDAQ, the average of the closing bid and asked prices with respect
            to such Common Stock, as furnished by a professional market maker
            making a market in such Common Stock selected by the Company in good
            faith; or, if no such market maker is available, the fair market
            value of such Common Stock as of such day as determined in good
            faith by the Company.

      (g)   "NASDAQ" means the Nasdaq Stock Market.

      (h)   "Payment Date" means, as to Vested Units, within 30 days of the date
            on which the Units become Vested, except that in connection with a
            Change in Control, the Payment Date shall mean immediately prior to
            or coincident with the occurrence of the Change in Control.

      (i)   "Unit" means a notional unit which is equivalent to a single share
            of Common Stock on the Grant Date, subject to Section 4.

      (j)   "Valuation Date" means the date on which the Fair Market Value of
            the Common Stock is to be determined.

      (k)   "Vested" means that portion of the Award to which the Director has a
            nonforfeitable right.

      (l)   "Vesting Dates" means the dates set forth in Section 3.

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3.    VESTING.

      (a)   An Award shall become Vested only upon the Vesting Dates described
            in this Section 3, except as otherwise provided herein or determined
            by the Company in its sole discretion. No portion of any Award shall
            become Vested on the Vesting Date unless the Director is then, and
            since the Grant Date has continuously been, a Director of the
            Company.

      (b)   Subject to subsections (c), (d) and (e), below, an Award shall
            become Vested based on the following schedule.

<TABLE>
<CAPTION>
VESTING DATE                               PERCENTAGE VESTED ON ANNIVERSARY DATE
<S>                                        <C>
First Anniversary of Grant Date            100%
</TABLE>

      (c)   Upon the occurrence of a Change in Control, an Award shall become
            100% Vested, such shares to be distributed immediately prior to or
            coincident with the Change in Control.

      (d)   Notwithstanding Section 3(b), if the service of the Director
            terminates by reason of death or disability (within the meaning of
            Section 22(e)(3) of the Internal Revenue Code), the length of the
            Director's service shall be deemed to be six months longer than the
            actual length; provided, however, that in no event shall such deemed
            time extension serve to increase the number of Vested shares to more
            than the number of shares of Common Stock as equals that number of
            Units which have been awarded hereunder.

      (e)   Notwithstanding Section 3(b), in the event that the Director has
            completed the full term of service as a Director for which he or she
            was elected at an Annual Meeting of Stockholders of the Company, but
            is not standing for re-election to a subsequent term as a Director
            at the Annual Meeting of Stockholders of the Company at which he or
            she would otherwise have been re-elected (the "Retirement Meeting"),
            all Award shares which are scheduled to vest subsequent to the
            Retirement Meeting but within the same fiscal quarter in which the
            Retirement Meeting is held shall become Vested shares as of the date
            immediately preceding such Retirement Meeting; provided, however,
            that in no event shall such deemed time extension serve to increase
            the number of Vested Shares to more than the number of shares of
            Common Stock as equals that number of Units which have been awarded
            hereunder.

      (f)   In the event that the Director's tenure as a member of the Company's
            Board of Directors terminates prior to a Vesting Date for any reason
            other than as set forth in this Section 3, including without
            limitation termination by the Company or the

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            Company Group, any portion of the Award that has not then become
            Vested will be forfeited automatically.

4.    ADJUSTMENTS BASED ON CERTAIN CHANGES IN THE COMMON STOCK. In the event of
      any stock split, reverse stock split, stock dividend, recapitalization or
      similar change affecting the Common Stock, the Award shall be equitably
      adjusted.

5.    NO VOTING RIGHTS/DIVIDENDS. The Award shall not be interpreted to bestow
      upon the Director any equity interest or ownership in the Company Group
      prior to the Payment Date. The Director is not entitled to vote any Common
      Stock by reason of the granting of this Award or to receive or be credited
      with any dividends declared and payable on any Common Stock underlying any
      Award prior to any Payment Date.

6.    PAYMENT OF AWARD. On the Payment Date, the Company shall issue to the
      Director that number of shares of Common Stock as equals that number of
      Units which have become Vested.

7.    UNFUNDED STATUS. The obligations of the Company Group hereunder shall be
      contractual only. The Director shall rely solely on the unsecured promise
      of the Company and nothing herein shall be construed to give the Director
      or any other person or persons any right, title, interest or claim in or
      to any specific asset, fund, reserve, account or property of any kind
      whatsoever owned by the Company Group.

8.    NO ASSIGNMENT. No right or benefit or payment under the Plan shall be
      subject to assignment or other transfer nor shall it be liable or subject
      in any manner to attachment, garnishment or execution.

9.    WITHHOLDING. The Company's obligation to deliver to the Director shares of
      Common Stock under an Award shall be subject to the satisfaction of all
      applicable federal, state and local income tax withholding requirements as
      determined by the Company Group ("Withholding Taxes"). To satisfy any
      Withholding Taxes, if any, due upon vesting of the Director's Units, the
      Director agrees to pay to the Company, or make provision satisfactory to
      the Company for payment of, any Withholding Taxes, no later than the
      Payment Date. The Company and any Affiliate may, to the extent permitted
      by law, deduct any such tax obligations from any payment of any kind due
      to the Director. Such withheld amounts shall include shares retained from
      the Award creating the tax obligation, valued at their Fair Market Value
      on the date of retention.

      Further, as a condition of receiving any Vested Award, the Director hereby
      agrees to the terms of the Irrevocable Standing Order to Sell Shares (the
      "Standing Order"), attached as Exhibit A. Pursuant to the Standing Order,
      and in lieu of taking the actions described in the immediately preceding
      paragraph of this Section 9, the Company, in its sole discretion, may
      require, and, in such event the Director agrees, to the following:

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            (a) The Director authorizes the Company's agent to sell, at the
            market price and on each Vesting Date (or the first NASDAQ trading
            day thereafter if a Vesting Date is a day in which NASDAQ is
            closed), the number of Vested Shares that, per the Company's
            instructions to its agent, is necessary to obtain proceeds
            sufficient to satisfy the Withholding Taxes. The Director
            understands and agrees that the number of shares that such agent
            will sell will be based on the closing price of the Common Stock on
            the NASDAQ trading day immediately preceding the Vesting Date.

            (b) The Director agrees that the proceeds received from the sale of
            Vested Shares pursuant to this Section 9 will be used to satisfy the
            Withholding Taxes and, accordingly, the Director hereby authorizes
            the Company's agent to pay such proceeds to the Company for such
            purpose. The Director understands that to the extent that the
            proceeds obtained by such sale exceed the amount necessary to
            satisfy the Withholding Taxes, such excess proceeds shall be
            deposited into the Director's stock brokerage account with E*TRADE
            Financial or such other third party brokerage under which the
            Director maintains a brokerage account (the "Account"). The Director
            further understands that any remaining Vested Shares shall be
            deposited into the Account.

            (c) The Director acknowledges and agrees that, in the event that a
            market in the Common Stock does not exist, the Director shall pay to
            the Company amounts sufficient to pay the Withholding Taxes and, to
            the extent that such payment is not made, the Company shall have the
            right to make other arrangements to satisfy the Withholding Taxes
            due upon the vesting of the Director's Shares.

10.   AMENDMENT OR TERMINATION. This Agreement may be amended by mutual written
      agreement of the parties.

11.   GOVERNING LAW. This Agreement shall be governed by, and construed in
      accordance with, the laws of the Commonwealth of Massachusetts.

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      IN WITNESS WHEREOF, Sapient Corporation and ______________________ have
executed this Restricted Stock Units Agreement as of the ____ day of
___________, 200___.

SAPIENT CORPORATION                              DIRECTOR

__________________________________               ________________________
By:     Jane E. Owens
Title:  Sr. Vice President and General Counsel

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                                                                       EXHIBIT A

                    IRREVOCABLE STANDING ORDER TO SELL SHARES

I have received from the Company on a voluntary basis the right to acquire
shares of Company common stock (the "Shares") pursuant to the attached
Restricted Stock Units Agreement between the Company and me.

I understand that I must maintain a securities brokerage account with
E*TRADE Financial or such other third party brokerage (each of E*TRADE Financial
or such other third party brokerage is herein defined as the "Broker") to
participate in the stock unit plan described in detail in the Restricted Stock
Units Agreement, and the Company has informed me about this requirement as well
as the requirements for the opening of such a securities brokerage account so
that the vested Shares can be deposited into account. Furthermore, I understand
that on each vesting date, the vested Shares will be deposited into my stock
brokerage account with the broker and that I will incur taxable ordinary income
("Taxable Income") upon my receipt of the vested Shares. Per the terms of the
Agreement, and if so directed by the Company, I understand and agree to do the
following as a condition of my receipt of vested Shares:

      Upon each vesting date, I must sell a number of Shares that is sufficient
      to satisfy all withholding taxes, as determined by Sapient, which are
      applicable to my Taxable Income (the "Withholding Taxes"). Accordingly, I
      HEREBY DIRECT THE BROKER TO SELL, ON EACH VESTING DATE LISTED ABOVE (OR
      THE FIRST NASDAQ TRADING DAY THEREAFTER IF A VESTING DATE IS A DAY ON
      WHICH NASDAQ IS CLOSED), THAT NUMBER OF SHARES THAT, PER THE COMPANY'S
      INSTRUCTIONS TO THE AGENT, IS SUFFICIENT TO OBTAIN SALE PROCEEDS
      SUFFICIENT TO SATISFY THE WITHHOLDING TAXES. THE PER SHARE SALES PRICE
      SHALL BE CALCULATED BASED ON THE CLOSING PRICE OF A SHARE OF COMPANY
      COMMON STOCK ON THE NASDAQ TRADING DAY IMMEDIATELY PRECEDING THE
      APPLICABLE VESTING DATE.

I understand that the Broker will remit the proceeds of the foregoing sale
promptly to the Company for payment by the Company of the Withholding Taxes, and
I authorize and direct the Broker to pay such proceeds to the Company for this
purpose.

I acknowledge that I have not been induced to participate in any trade in return
for or as an expectation of employment or continued employment. I understand and
agree that by signing below, I am making an Irrevocable Standing Order to Sell
Shares that will remain in effect until such time as I have received all Shares
to which I am entitled under this Agreement. I also agree that this Irrevocable
Standing Order to Sell Shares is in addition and subject to the terms and
conditions of any existing Account Agreement that I have with the Broker.

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