SAPIENT CORPORATION RESTRICTED STOCK UNITS AGREEMENT

Exhibit 10.4

SAPIENT CORPORATION
RESTRICTED STOCK UNITS
AGREEMENT

     In recognition of the important contributions that the employee whose name appears on the Notice attached to this Agreement and incorporated herein by this reference (the “Employee”) makes to the success of Sapient Corporation (the “Company” or “Sapient”) and its Affiliates (together with the Company, the “Company Group”), pursuant to the Sapient Corporation 1998 Stock Incentive Plan (the “Plan”), the Company hereby grants to the Employee the Restricted Stock Units Award described below.

1.

The Restricted Stock Unit Award. The Company hereby grants to the Employee the number of restricted stock units (the “Units”) set forth on the Notice, 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 and the Notice.

	(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)		“ Common Stock ” means common stock of the Company, $.01 par value.
	(d)		“ 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.
	(e)		“ Grant Date ” means the date designated as the Date of Grant on the Notice.
	(f)		“ NASDAQ ” means the Nasdaq Stock Market.
	(g)		“ Notice ” means the Notice of Restricted Stock Units Award attached to this Agreement and incorporated herein by reference.
	(h)		“ Payment Date ” means, as to Vested Units, within 30 days of the date on which the Units become Vested.

	(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)		“ Vested ” means that portion of the Award to which the Employee has a nonforfeitable right.
	(k)		“ Vesting Dates ” means the dates listed in the Vesting Schedule on the attached Notice.

3. Vesting.

	(a)		An Award shall become Vested only upon the Vesting Dates as set forth in the Vesting Schedule, 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)		In the event that the Employee’s employment terminates prior to a Vesting Date for any reason, including without limitation (1) death, (2) disability, or (3) termination by the Company or the Company Group, or (4) other termination of employment, any portion of the Award that has not then become Vested will be forfeited automatically.
	(c)		In the event of a merger or acquisition of the Company in which the Company is not the surviving entity, or a sale of substantially all of the Company’s assets, the Company may, in its sole discretion, accelerate the Vesting of all or any portion of any Award, unless the surviving entity agrees to assume or provide substituted awards in respect of the portion of the Awards that have not yet become Vested.

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 Employee any equity interest or ownership in the Company Group prior to the Payment Date. The Employee 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 Employee that number of shares of Common Stock as equals that number of Units which have become Vested.

7.

Employment Rights. This Agreement shall not create any right of the Employee to continued employment with the Company or the Company Group or limit the right of the Company Group to terminate the Employee’s employment at any time and shall not create any right of the Employee to employment with the Company Group. The Employee acknowledges and represents to th