EX-10.3 JOSEPH S. TIBBETTS, JR. RESTRICTED STOCK UNITS AGREEMENT

EXHIBIT 10.3

SAPIENT CORPORATION
RESTRICTED STOCK UNITS
AGREEMENT

       Pursuant to the Sapient Corporation 1998 Stock Incentive Plan (the “Plan”), Sapient Corporation (the “Company” or “Sapient”) and its Affiliates (together with the Company, the “Company Group”) hereby grants to Joseph S. Tibbetts, Jr. (the “Employee”) the Restricted Stock Units Award described below.

1.

The Restricted Stock Unit Award. The Company hereby grants to the Employee four-hundred and seventy-five thousand (475,000) 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 Employee’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 Employee.
	(b)		“ Award ” means the grant of Units in accordance with this Agreement.
	(c)		“ Cause ” means:

	(1)		Employee’s malfeasance or negligence in the performance of his duties;
	(2)		Fraud or dishonesty by Employee with respect to the Company;
	(3)		Employee’s conviction of or plea of nolo contendre to any felony or other crime involving moral turpitude; or
	(4)		Employee’s material breach of any provision of the Letter Agreement between Employee and Company dated October 16, 2006, the Sapient Confidentiality Agreement or the Sapient Fair Competition Agreement.

(d)

“ Change in Control ” shall be deemed to have occurred if any two or more of the following events occur:

(1)

Acquisition by a person or group (other than the two current largest stockholders and their affiliates) of more than 50% of the outstanding shares of Company common stock;

	(2)		A change in a majority of the Company’s non-employee directors over a one-year period (other than by reason of election or nomination by directors constituting a majority of the directors on your start date or directors who were chosen by those directors);
	(3)		A merger, consolidation or other corporate transaction that results in Company shareholders before the transaction constituting less than 65% of the Company shareholders following the transaction;
	(4)		A liquidation or a sale of all or substantially all of Company’s assets; or
	(5)		A determination by the Board of Directors that a change in control has occurred.

	(e)		“ Common Stock ” means common stock of the Company, $.01 par value.
	(f)		“ Continued Compliance ” means that Employee continues to comply with his obligations to the Company, including, but not limited to, Employee’s obligations pursuant to the Sapient Confidentiality Agreement and the Sapient Fair Competition Agreement.
	(g)		“ Fair Market Value ” means the per share closing price of a share of Sapient Common Stock on the NASDAQ trading day immediately preceding the applicable Vesting Date. 1
	(h)		“ Good Reason ” means:

	(1)		Material diminution in the nature or scope of Employee’s responsibilities, duties or authority from those in effect on October 30, 2006 (excluding an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice by Employee thereof);
	(2)		Reducing Employee’s base salary;
	(3)		Failing to maintain Employee’s participation in the Company’s long-term incentive plan, as amended from time to time in the Company’s sole discretion, in a manner that is consistent with the participation of other senior executives at the Company;

	(4)		Failing to maintain the aggregate amount of Employee’s benefits under or relative level of participation in the Company’s employee benefit or retirement plans, policies, practices, or arrangements in which Employee participated as of October 30, 2006; or
	(5)		Relocation of Employee’s principal place of business to a distance greater than 50 miles from Cambridge, Massachusetts.

	(i)		“ Grant Date ” means November 1, 2006.
	(j)		“ NASDAQ ” means the Nasdaq Global Select Market.
	(j)		“ Payment Date ” means, as to Vested Units, within 30 days of the date on which the Units become Vested.
	(k)		“ Release ” means Employee signing and returning to the Company a timely and effective release of claims in the form provided by the Company.
	(l)		“ Unit ” means a notional unit which is equivalent to a single share of Common Stock on the Grant Date, subject to Section 4.
	(m)		“ Vested ” means that portion of the Award to which the Employee has a nonforfeitable right.
	(n)		“ Vesting Dates ” means the dates set forth in Section 3.

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 Employee is then, and since the Grant Date has continuously been, employed by a member of the Company Group.
	(b)		For purposes of vesting, the Award is split into two groups: Seventy-Five Thousand (75,000) of the Units are referred to herein as the “Time-Based Units” and Four-Hundred Thousand (400,000) of the Units are referred to herein as the “Performance Units.”

(1)

The Time Based Units shall become Vested based on the following schedule:

	Vesting Date			Percentage Vested
	May 31, 2008				33	%
	October 31, 2009				67	%

(2)

The Performance Units shall become Vested as follows: If and when the average 30-day closing price of the Company common stock on the NASDAQ (or principal market upon which the common stock trades) equals or exceeds the following per share prices, provided Employee is still employed by the Company on each such vesting date:

	Performance Units Vested			Share Price
	100,000			$	5.00
	100,000			$	10.00
	100,000			$	15.00
	100,000			$	20.00

Any Performance Units that have not vested on the fourth anniversary of the Grant Date shall be forfeited.

(c)

Vesting of the Award will be accelerated in the following circumstances and subject to the following conditions:

(1)

In the event that Employee’s employment is terminated by the Company other than for Cause or Employee terminate