X0202 4 2006-06-05 0 0000867347 STELLENT INC STEL 0001365384 McAreavey Darin P 7500 FLYING CLOUD DRIVE - SUITE 500 EDEN PRAIRIE MN 55344 0 1 0 0 Chief Financial Officer Deferred Stock Units 2006-06-05 4 A 0 3600 0.00 A Common Stock 3600 3600 D Employee Stock Option (right to buy) 10.93 2006-06-05 4 A 0 13800 A 2016-06-05 Common Stock 13800 13800 D Each deferred stock unit represents the unsecured right to receive one share of common stock of Stellent, Inc. If performance conditions are met based upon the achievement by Stellent, Inc. of certain revenue, adjusted operating profit and cash flows from operations targets for fiscal year ending March 31, 2007 that were established by the compensation committee, one share of restricted common stock will be issued for each Deferred Stock Unit. The restrictions on such shares of restricted common stock would lapse with respect to 50% of such shares on March 31, 2008 and 50% on March 31, 2009. If performance conditions are met based upon the achievement by Stellent, Inc. of certain revenue, adjusted operating profit and cash flows from operations targets for fiscal 2007 that were established by the compensation committee, restricted stock is used, which would vest 50% on March 31, 2008 and 50% on March 31, 2009 Vesting ratably on a pro-rata basis in three equal amounts on the first, second and third anniversaries of the date of grant, subject to acceleration of vesting in the event of (i) a Change in Control (as defined in the Stellent, Inc. 2005 Equity Incentive Plan) of Stellent, Inc. and termination of the Reporting Person's employment within one year after such Change in Control. Not applicable Gordon S. Weber on behalf of /s/ Darin P. McAreavey 2006-06-07