STELLENT INC
TRANSITION AGREEMENT - VERNON J HANZLIK
<DOCUMENT>
<TYPE>EX-10.47
<SEQUENCE>3
<FILENAME>c77891exv10w47.txt
<DESCRIPTION>TRANSITION AGREEMENT - VERNON J HANZLIK
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.47

                              TRANSITION AGREEMENT

                  THIS TRANSITION AGREEMENT (this "Agreement") is made and
entered into by and between Vern Hanzlik ("Hanzlik"), a resident of Minnesota,
and Stellent, Inc. (the "Company"), a Minnesota corporation.

                                   BACKGROUND

         A. Hanzlik was employed by the Company as its President and Chief
Executive Officer, pursuant to an Employment Agreement effective as of November
1, 2001 (the "Employment Agreement"). Hanzlik was eligible to participate in
various plans and programs of the Company, including but not limited to the
Company's stock option plan.

         B. Hanzlik and the Company are parties to stock option agreements (the
"Option Agreements"), which grant to Hanzlik certain options to purchase shares
of the Company's common stock (the "Options") under certain circumstances
specified in the Option Agreements.

         C. Hanzlik has tendered and the Company has accepted his resignation as
a director and as President and Chief Executive Officer, to be effective as of
the dates set forth below.

         D. The parties are concluding their current relationship amicably, but
mutually recognize that such a relationship may give rise to potential claims or
liabilities.

         E. The parties expressly deny that they may be liable to each other on
any basis or that they have engaged in any unlawful or improper conduct toward
each other or treated each other unfairly.

         F. The parties desire to resolve all issues now in dispute between them
and have agreed to a full settlement of such issues.


<PAGE>

                  NOW, THEREFORE, in consideration of the mutual promises and
provisions contained in this Agreement and the Release referred to below, the
parties, intending to be legally bound, agree as follows:

                                   AGREEMENTS

         1. RESIGNATIONS. Hanzlik confirms his resignation, effective March 31,
2003 (the "Transition Date"), as President and Chief Executive Officer and from
all positions held by him as an officer of the Company. Hanzlik also confirms
his resignation, effective as of the Transition Date, from the Company's Board
of Directors. At the same time as he signs this Agreement Hanzlik will sign a
resignation in the form attached to this Agreement as Exhibit A. Hanzlik shall
be paid his base salary and any accrued and unused paid time off through the
Transition Date, in accordance with the regular payroll practices of the
Company. Hanzlik acknowledges and agrees that he is not entitled to any bonus
compensation.

         2. RESIGNATIONS FROM COMPANY AFFILIATES. Hanzlik will resign each
position he may hold as an employee, officer, or director of any affiliate of
the Company, effective upon such dates to be agreed upon by Hanzlik and the
Company, but in no event later than May 15, 2003. Hanzlik will sign resignations
in the form attached to this Agreement as Exhibit B with respect to such
resignations from each affiliate of the Company. Hanzlik shall not receive any
compensation for service as an officer or director of any affiliate after the
Transition Date, except such compensation as is provided under this Agreement.

         3. CONTINUING EMPLOYMENT WITH THE COMPANY. Notwithstanding Hanzlik's
resignations pursuant to paragraphs 1 and 2 of this Agreement, Hanzlik will
continue to be employed by the Company after March 31, 2003 as a Business
Development Specialist


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<PAGE>

pursuant to the terms and conditions of a separate employment agreement (the
"Transitional Employment Agreement") to be agreed upon by the parties.

         4. RELEASE BY HANZLIK. At the same time that Hanzlik executes this
Agreement, but no earlier than the Transition Date, he shall execute a Release
in the form attached to this Agreement as Exhibit C (the "Release"). This
Agreement will not be interpreted or construed to limit the Release in any
manner.

         5. PAYMENTS. The Company will make the payments to Hanzlik or on his
behalf as set forth in paragraphs 5.a. and 5.b. below in lieu of any further
payments or compensation under the Employment Agreement or that Hanzlik would
otherwise be entitled to receive as an employee, officer or director of the
Company. The Company will make such payments only if (i) Hanzlik has not
rescinded this Agreement or the Release within the rescission period set forth
in paragraph 22 below (the "Rescission Period"), (ii) the Company has received
written confirmation from Hanzlik, in the form attached to this Agreement as
Exhibit D, dated not earlier than the day after the expiration of the Rescission
Period, that Hanzlik has not rescinded and will not rescind this Agreement or
the Release, (iii) Hanzlik has not breached any of his obligations pursuant to
this Agreement or the Release (or, if a breach has occurred, such breach has
been cured within five (5) days after notice from the Company), and (iv) Hanzlik
has not breached any of his obligations pursuant to the Transitional Employment
Agreement (or, if a breach has occurred, such breach has been cured within any
cure period set forth in the Transitional Employment Agreement).

                  a. SALARY CONTINUATION. The Company will pay Hanzlik two
hundred forty thousand dollars ($240,000), such amount being equal to twelve
months' base salary, less all legally required and authorized withholdings. The
pay will be paid in equal


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<PAGE>

installments in accordance with the Company's regular payroll practices, for the
period from the Transition Date through March 31, 2004, commencing on the first
regular payroll date of the Company following the expiration of the applicable
rescission period. The salary continuation provided in this subparagraph is in
addition to any payments to which Hanzlik may be entitled under the Transitional
Employment Agreement.

                  b. HEALTH AND DENTAL INSURANCE REIMBURSEMENT. If Hanzlik
elects to continue his group health and dental insurance under the terms of
paragraph 6 below, the Company shall reimburse Hanzlik for a portion of the cost
of the premiums that he is required to pay to maintain such COBRA coverage for a
period of up to twelve (12) months following the Transition Date. Such portion
shall be equal to the Company's portion of the health and dental insurance
premiums that would be paid by the Company if Hanzlik was an employee of the
Company, at the same level of coverage that was in effect on the Transition
Date, less all legally required and authorized withholding. Reimbursement for
insurance coverage under this paragraph will be provided until the earliest of
the following dates: (i) March 31, 2004, (ii) the date on which Hanzlik becomes
eligible for comparable group health or dental insurance coverage from any other
employer, or (iii) the date that COBRA continuation coverage ends under the
applicable plan or laws. Any amount that Hanzlik is entitled to receive by way
of reimbursement under this subparagraph shall be paid to Hanzlik by the Company
in approximately equal installments commencing on the first normal payroll date
of the Company following the expiration of all applicable rescission periods
provided by law and continuing monthly thereafter. For purposes of mitigation
and reduction of the Company's financial obligations to Hanzlik, Hanzlik shall
promptly and fully disclose to the Company in writing the fact that he has
become eligible for comparable group health or


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<PAGE>

dental insurance coverage from any other employer. Hanzlik shall be liable to
repay any amounts to the Company that should have been so mitigated or reduced
but for Hanzlik's failure or unwillingness to make such disclosure.

         6. HEALTH AND DENTAL INSURANCE CONTINUATION. Hanzlik will have the
right to continue his group health and dental insurance coverage after March 31,
2003 under such terms as are made available to similarly-situated employees of
the Company, pursuant to the terms and conditions of the applicable plan and
laws.

         7. RETIREMENT PLANS. To the extent that Hanzlik is currently a
participant in any retirement, pension, or profit sharing plans of the Company,
Hanzlik will be entitled to begin drawing benefits at the times and under the
terms and conditions set forth in any such plan.

         8. STOCK OPTIONS. Hanzlik acknowledges and agrees that the Options
listed in this paragraph are his only Options to purchase shares of the
Company's Common Stock and that such Options are exercisable, or will become
exercisable, in accordance with the plans under which the options were granted
and the Option Agreements and only to the extent such Options currently are
vested, or become vested by virtue of Hanzlik's continued employment with the
Company pursuant to the Transitional Employment Agreement. Hanzlik further
agrees and acknowledges that all of these Options to purchase the Company's
Common Stock will expire and cease to be outstanding in accordance with the
plans under which the options were granted and the applicable Option Agreements.
Nothing in this Agreement is intended to modify in any way the terms and
conditions of the Option Agreements and it is the intent of Hanzlik and the
Company that the Options continue to vest in accordance with the Option
Agreements while Hanzlik is employed pursuant to the Transitional Employment
Agreement.


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<PAGE>

<Table>
<Caption>
                Date of                 Exercise             Shares Originally
 Plan            Grant                   Price                   Granted
-----          --------                 --------             -----------------
<S>            <C>                      <C>                  <C>
94-97          05/17/94                  $0.200                  269,065
94-97          01/13/99                  $5.125                   52,000
94-97          09/30/99                  $8.625                   17,030
94-97          09/30/99                  $8.625                   57,970
94-97          04/03/01                 $17.125                   10,000
94-97          04/03/01                 $17.125                   25,000
94-97          02/18/00                 $29.375                   25,000
 2000          05/21/02                  $6.280                  150,000
 2000          10/01/01                 $13.590                   75,000
 2000          01/08/01                 $35.438                   75,000
 2000          02/25/03                  $4.470                  110,000
</Table>

         9. NON-DISCLOSURE AND NON-COMPETITION.

                  a. CONFIDENTIAL INFORMATION. Except as permitted by the
Company's Board of Directors, Hanzlik will not at any time divulge, furnish, or
make accessible to anyone or use in any way any confidential, proprietary, or
secret knowledge or information of the Company or any Affiliate (as defined in
paragraph 9.e. below) that Hanzlik has acquired during the period of his
employment by the Company, whether developed by himself or by others, concerning
(i) any trade secrets, (ii) any confidential, proprietary, or secret designs,
processes, programs, computer code, formulae, plans, devices, or material
(whether or not patented or patentable) directly or indirectly useful in any
aspect of the business of the Company or any Affiliate, (iii) any customer or
supplier lists of the Company or any Affiliate, (iv) any confidential,
proprietary, or secret development or research work of the Company or any
Affiliate, (v) any strategic or other business, marketing, or sales plans of the
Company or any Affiliate, (vi) any financial or personnel data or plans
respecting the Company or any Affiliate, or (vii) any other confidential or
proprietary information or secret


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<PAGE>

aspects of the business of the Company or any Affiliate. Hanzlik acknowledges
that the above-described knowledge or information constitutes a unique and
valuable asset of the Company and its Affiliates and represents a substantial
investment of time and expense by the Company and its Affiliates, and that any
disclosure or other use of such knowledge or information other than for the sole
benefit of the Company or its Affiliates would be wrongful and would cause
irreparable harm to the Company or its Affiliates and would also constitute a
breach of his obligations pursuant to this Agreement for purposes of paragraph 5
above. The foregoing obligations of confidentiality will not apply to any
knowledge or information that (i) is now or subsequently becomes generally
publicly known in the form in which it was obtained from the Company or any
Affiliate, other than as a direct or indirect result of the breach of this
Agreement by Hanzlik, (ii) is independently made available to Hanzlik in good
faith by a third party who, to Hanzlik's knowledge, has not violated a
confidential relationship with the Company, or (iii) is required to be disclosed
by law or legal process or to enforce Hanzlik's rights against the Company,
provided that Hanzlik provides advance notice to the Company of his intent to
disclose Confidential Information and allows the Company sufficient time to
initiate action to protect the Confidential Information. Hanzlik understands and
agrees that his obligations under this Agreement to maintain the confidentiality
of the Company's confidential information are in addition to any obligations of
Hanzlik under applicable statutory or common law.

                  b. NON-COMPETITION. Hanzlik shall not, for twelve (12) months
following the termination of his employment with the Company:

                        (i)   directly or indirectly (including without
                              limitation as a proprietor, principal, agent,
                              partner, officer, director, stockholder, employee,
                              member of any association, consultant,


                                       7
<PAGE>

                              or otherwise), engage in any business, in the
                              United States or in any other location in which
                              the Company or any Affiliate is then doing
                              business or actively planning to do business (A)
                              that designs, develops, markets, distributes, or
                              sells web content management services or products,
                              or (B) that designs, develops, markets,
                              distributes, or sells services or products similar
                              to and competitive with any service or product
                              then being developed, marketed, or distributed by
                              the Company or any Affiliate; provided, however,
                              nothing contained herein shall prohibit Hanzlik
                              from owning less than 3% of any class of
                              securities listed on a national securities
                              exchange or traded publicly in the
                              over-the-counter market; or

                       (ii)   directly or indirectly, alone or with others,
                              hire, engage or solicit any person who is then an
                              employee or contractor of the Company or any
                              Affiliate, or who was an employee or contractor of
                              the Company or any Affiliate at any time during
                              the six (6) month period immediately preceding the
                              Transition Date, in any manner or capacity, to
                              terminate their relationship with the Company or
                              to become employed by any business enterprise with
                              which Hanzlik may then be associated, affiliated
                              or connected; or

                      (iii)   directly or indirectly, alone or with others,
                              solicit, request, advise, or induce or assist
                              anyone else in soliciting, requesting, advising,
                              or inducing any current or potential customer,
                              supplier or other business contact of the Company
                              or any Affiliate at any time during the twelve
                              (12) month period immediately preceding Hanzlik's
                              termination of employment, to cancel, curtail, or
                              otherwise adversely change its relationship with
                              the Company or any Affiliate in any manner or
                              capacity.

Prior to accepting any employment, consulting or similar contract or agreement
with any third party, Hanzlik shall inform that party of this Agreement and
provide that party with a copy of this paragraph 9 of this Agreement.

                  c. ACKNOWLEDGMENT/INJUNCTIVE RELIEF. Hanzlik acknowledges that
the provisions of this paragraph 9 are reasonable and necessary to protect the
legitimate interests of the Company and its Affiliates and that any violation of
this paragraph 9 by Hanzlik will cause substantial and irreparable harm to the
Company or its Affiliates to such an extent that


                                       8
<PAGE>

monetary damages alone would be an inadequate remedy therefor. Therefore, in the
event of any actual or threatened breach by Hanzlik of any provision of this
paragraph 9, Hanzlik agrees that the Company will be entitled to an injunction,
in addition to all the other remedies it may have, restraining Hanzlik from
violating or continuing to violate such provision and that such relief may be
granted without the necessity of proving actual monetary damages.

                  d. BLUE PENCIL DOCTRINE. If the duration of, scope of, or any
business activity covered by this paragraph 9 is in excess of what is valid and
enforceable under applicable law, such provision will be construed to cover only
that duration, scope, or activity that is valid and enforceable. Hanzlik
acknowledges that this paragraph 9 will be given the construction which renders
its provisions valid and enforceable to the maximum extent, not exceeding its
express terms, possible under applicable laws.

                  e. AFFILIATED ENTITIES. As used in this Agreement, "Affiliate"
shall include the Company and any corporation, partnership, or other entity that
controls the Company, is controlled by the Company, or is under common control
with the Company (in each case, "control" meaning the direct or indirect
ownership of 50% or more of all outstanding interests).

         10. RECORDS, DOCUMENTS, AND PROPERTY. On or before the Transition Date,
Hanzlik will deliver to the Company any and all records and any and property of
the Company or any Affiliate in his possession or under his control, including
without limitation, manuals, books, blank forms, documents, letters, memoranda,
notes, notebooks, reports, printouts, computer disks, computer tapes, data,
tables, or calculations and all copies thereof, documents that in whole or in
part contain any trade secrets or confidential, proprietary, or other secret
information of the Company or any Affiliate and all copies thereof, and keys,


                                       9
<PAGE>

access cards, access codes, source codes, passwords, credit cards, personal
computers, telephones, and other electronic equipment belonging to the Company
or any Affiliate.

         11. NON-DISPARAGEMENT. Hanzlik will not malign, defame, or disparage
the reputation, character, image, products, or services of the Company, or the
reputation or character of the Company's directors, officers, employees, or
agents. The Company will not authorize or permit any statements that malign,
defame, or disparage the reputation, character, or image of Hanzlik.

         12. INDEMNIFICATION. Hanzlik will be entitled, as a current or former
employee, officer, or director, to the same rights to indemnification and
advancement of expenses provided in the applicable charter documents of the
Company and under applicable Minnesota law and to indemnity and a legal defense
under any applicable general liability or directors' and officers' liability
insurance policies maintained by the Company, as such rights exist now or in the
future, and as such rights are afforded to other current or former employees,
officers, or directors of the Company, as applicable.

         13. HANZLIK'S FUTURE COOPERATION. Hanzlik and Stellent acknowledge that
during his employment with the Company he served as an officer and director of
the Company and its Affiliates. At the Company's reasonable request and upon
reasonable notice, Hanzlik will, from time to time and without further
consideration, timely execute and deliver such acknowledgements, instruments,
certificates, and other ministerial documents (including without limitation,
certification as to specific actions performed by Hanzlik in his capacity as an
officer or director of the Company) as may be necessary or appropriate to
formalize and complete the Company's corporate records.


                                       10
<PAGE>

         14. FULL COMPENSATION. Hanzlik understands that the payments made and
other consideration provided by the Company under this Agreement will fully
compensate Hanzlik for and extinguish any and all of the potential claims
Hanzlik is releasing in the Release, including without limitation, his claims
for attorneys' fees and costs and any and all claims for any type of legal or
equitable relief.

         15. NO ADMISSION OF WRONGDOING. Hanzlik understands that this Agreement
does not constitute an admission that the Company has violated any local
ordinance, state or federal statute, or principle of common law, or that the
Company has engaged in any unlawful or improper conduct toward Hanzlik. Hanzlik
will not characterize this Agreement or the payment of any money or other
consideration in accordance with this Agreement as an admission that the Company
has engaged in any unlawful or improper conduct toward him or treated him
unfairly.

         16. AUTHORITY. Hanzlik represents and warrants that he has the
authority to enter into this Agreement and the Release, and that no causes of
action, claims, or demands released pursuant to this Agreement and the Release
have been assigned to any person or entity not a party to this Agreement and the
Release. The Company represents that the undersigned director has the authority
to enter into this Agreement on behalf of the Company.

         17. LEGAL REPRESENTATION. Hanzlik acknowledges that he has been advised
by the Company to consult with his own attorney before executing this Agreement
and the Release, that he has had a full opportunity to consider this Agreement
and the Release, that he has had a full opportunity to ask any questions that he
may have concerning this Agreement, the Release, or the settlement of his
potential claims against the Company, and that he has not


                                       11
<PAGE>

relied upon any statements or representations made by the Company or its
attorneys, written or oral, other than the statements and representations that
are explicitly set forth in this Agreement, the Release, and any qualified
employee benefit plans sponsored by the Company in which Hanzlik is a
participant.

         18. ASSIGNMENT. This Agreement shall not be assignable, in whole or in
part, by either party without the prior written consent of the other party.

         19. INVALIDITY. In the event that any provision of this Agreement is
determined by a court of competent jurisdiction to be invalid, illegal, or
unenforceable in any respect, such a determination will not affect the validity,
legality, or enforceability of the remaining provisions of this Agreement and
the remaining provisions of this Agreement will continue to be valid and
enforceable, and any court of competent jurisdiction may modify the
objectionable provision so as to make it valid and enforceable.

         20. ENTIRE AGREEMENT. This Agreement, the Release, the Option
Agreements, and any qualified employee benefit plans sponsored by the Company in
which Hanzlik is a participant are intended to define the full extent of the
legally enforceable undertakings of the parties, and no promises or
representations, written or oral, that are not set forth explicitly in this
Agreement, the Release, the Option Agreements, or any qualified employee benefit
plans sponsored by the Company in which Hanzlik is a participant are intended by
either party to be legally binding. All other agreements and understandings
between the parties are hereby cancelled, terminated, and superseded. The
parties acknowledge that they will also be entering into a Transitional
Employment Agreement, the terms of which shall be in addition to the terms of
this Agreement.


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<PAGE>

         21. PERIOD TO CONSIDER THE RELEASE AND THE AGREEMENT. Hanzlik
understands that he has 21 days to consider whether to sign this Agreement and
the Release. If Hanzlik signs this Agreement and the Release before the end of
the 21-day period, it will be his voluntary decision to do so because he has
decided he does not need any additional time to decide whether to sign this
Agreement and the Release.

         22. RIGHT TO RESCIND OR REVOKE. Hanzlik understands that he has the
right to rescind or revoke this Agreement and the Release for any reason within
fifteen (15) calendar days after he signs them. Hanzlik understands that this
Agreement will not become effective or enforceable unless and until he has not
rescinded this Agreement or the Release and the Rescission Period has expired.
Hanzlik understands that if he wishes to rescind, the rescission must be in
writing and hand-delivered or mailed to the Company. If hand-delivered, the
rescission must be (a) addressed to Gregg A. Waldon, Stellent, Inc., 7777 Golden
Triangle Drive, Eden Prairie, MN 55344 and (b) delivered to Gregg A. Waldon
within the fifteen-day period. If mailed, the rescission must be (a) postmarked
within the fifteen-day period and (b) addressed to Gregg A. Waldon, Stellent,
Inc., 7777 Golden Triangle Drive, Eden Prairie, MN 55344.

         23. HEADINGS. The descriptive headings of the paragraphs and
subparagraphs of this Agreement are inserted for convenience only and do not
constitute a part of this Agreement.

         24. COUNTERPARTS. This Agreement may be executed simultaneously in two
or more counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.


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<PAGE>

         25. GOVERNING LAW. This Agreement and the Release will be interpreted
and construed in accordance with, and any dispute or controversy arising from
any breach or asserted breach of this Agreement or the Release will be governed
by, the laws of the State of Minnesota.

           IN WITNESS WHEREOF, the parties have executed this Agreement on the
date stated below.

Dated:                      , 2003
      ----------------------             --------------------------------------
                                         Vern Hanzlik


Dated:                      , 2003       STELLENT, INC.
      ----------------------

                                         BY:
                                            --------------------------
                                            Robert Olson
                                            Its Chairman of the Board


                                       14
<PAGE>
                                                                   EXHIBIT 10.47



                                 March 31, 2003

Robert Olson
Chairman
Stellent, Inc.
7777 Golden Triangle Drive
Eden Prairie, MN 55344

Dear Bob:

                  This will confirm my resignations, effective March 31, 2003,
as President and Chief Executive Officer of Stellent, Inc. (the "Company"), as
director of the Company, and of all other positions I may hold as an officer or
director of the Company.

                                            Sincerely,


                                            Vern Hanzlik


                                                                       EXHIBIT A
<PAGE>

                                                                   EXHIBIT 10.47


                                 _____ __, 2003



Robert Olson
Chairman
Stellent, Inc.
7777 Golden Triangle Drive
Eden Prairie, MN 55344

Dear Bob:

                  This will confirm my resignations, effective as of ____ __,
2003, as [titles] of [affiliate name] (the "Company"), and of all other
positions I may hold as employee, officer, or director of the Company.


                                            Sincerely,

                                            Vern Hanzlik


                                                                       EXHIBIT B
<PAGE>


                             RELEASE BY VERN HANZLIK

DEFINITIONS. I intend all words used in this Release to have their plain
meanings in ordinary English. Specific terms that I use in this Release have the
following meanings:

         A.       I, me, and my include both me (Vern Hanzlik) and anyone who
                  has or obtains any legal rights or claims through me.

         B.       Stellent means Stellent, Inc., any company related to
                  Stellent, Inc. in the present or past (including without
                  limitation, its predecessors, parents, subsidiaries,
                  affiliates, joint venture partners, and divisions), and any
                  successor of Stellent, Inc.

         C.       Company means Stellent; the present and past officers,
                  directors, committees, shareholders, and employees of
                  Stellent; any company providing insurance to Stellent in the
                  present or past; the present and past fiduciaries of any
                  employee benefit plan sponsored or maintained by Stellent
                  (other than multiemployer plans); the attorneys for Stellent;
                  and anyone who acted on behalf of Stellent or on instructions
                  from Stellent.

         D.       Agreement means the Transition Agreement between Stellent and
                  me that I am executing on the same date on which I execute
                  this Release, including all of the documents attached to or
                  referred to in the Agreement.

         E.       My Claims mean all of my rights that I now have to any relief
                  of any kind from the Company, including without limitation:

                  1.       all claims arising out of or relating to my
                           employment with Stellent or the termination of my
                           employment as President and Chief Executive Officer;

                  2.       all claims arising out of or relating to the
                           statements, actions, or omissions of the Company;

                  3.       all claims for any alleged unlawful discrimination,
                           harassment, retaliation or reprisal, or other alleged
                           unlawful practices arising under any federal, state,
                           or local statute, ordinance, or regulation, including
                           without limitation, claims under Title VII of the
                           Civil Rights Act of 1964, the Age Discrimination in
                           Employment Act, the Americans with Disabilities Act,
                           42 U.S.C. Section 1981, the Employee Retirement
                           Income Security Act, the Equal Pay Act, the Worker
                           Adjustment and Retraining Notification Act, the
                           Minnesota Human Rights Act, the Fair Credit Reporting
                           Act, and workers' compensation non-interference or
                           non-retaliation statutes (such as Minn. Stat. Section
                           176.82);

                  4.       all claims for alleged wrongful discharge; breach of
                           contract; breach of implied contract; failure to keep
                           any promise; breach of a covenant of


                                                                       EXHIBIT C
<PAGE>

                           good faith and fair dealing; breach of fiduciary
                           duty; estoppel; my activities, if any, as a
                           "whistleblower"; defamation; infliction of emotional
                           distress; fraud; misrepresentation; negligence;
                           harassment; retaliation or reprisal; constructive
                           discharge; assault; battery; false imprisonment;
                           invasion of privacy; interference with contractual or
                           business relationships; any other wrongful employment
                           practices; and violation of any other principle of
                           common law;

                  5.       all claims for compensation of any kind, including
                           without limitation, bonuses, commissions, stock-based
                           compensation or stock options, vacation pay, and
                           expense reimbursements;

                  6.       all claims for back pay, front pay, reinstatement,
                           other equitable relief, compensatory damages, damages
                           for alleged personal injury, liquidated damages, and
                           punitive damages; and

                  7.       all claims for attorneys' fees, costs, and interest.

                  However, My Claims do not include any claims that the law does
                  not allow to be waived; any claims that may arise after the
                  date on which I sign this Release; any rights that I may have
                  as a current or former employee, officer or director of
                  Stellent to indemnification under Stellent by-laws, under any
                  directors and officers insurance policies or any errors and
                  omissions insurance policies that may be maintained by
                  Stellent, or under any applicable state or federal laws
                  providing for indemnification of corporate officers or
                  directors; any rights that I may have to benefits under any
                  employee benefit plan sponsored by Stellent in which I am
                  currently a participant; and any claims for breach of the
                  Agreement.

AGREEMENT TO RELEASE MY CLAIMS. I will receive consideration from Stellent as
set forth in the Agreement if I sign and do not rescind this Release as provided
below. I understand and acknowledge that that consideration is in addition to
anything of value that I would be entitled to receive from Stellent if I did not
sign this Release or if I rescinded this Release. In exchange for that
consideration I give up and release all of My Claims. I will not make any
demands or claims against the Company for compensation or damages relating to My
Claims. The consideration that I am receiving is a fair compromise for the
release of My Claims.

ADDITIONAL AGREEMENTS AND UNDERSTANDINGS. Even though Stellent will provide
consideration for me to settle and release My Claims, the Company does not admit
that it is responsible or legally obligated to me. In fact, the Company denies
that it is responsible or legally obligated to me for My Claims, denies that it
engaged in any unlawful or improper conduct toward me, and denies that it
treated me unfairly.

ADVICE TO CONSULT WITH AN ATTORNEY. I understand and acknowledge that I am
hereby being advised by the Company to consult with an attorney prior to signing
this Release. My decision whether to sign this Release is my own voluntary
decision made with full knowledge that the Company has advised me to consult
with an attorney.


                                        2
<PAGE>

PERIOD TO CONSIDER THE RELEASE. I understand that I have 21 days from the day
that I receive this Release, not counting the day upon which I receive it, to
consider whether I wish to sign this Release. If I sign this Release before the
end of the 21-day period, it will be my voluntary decision to do so because I
have decided that I do not need any additional time to decide whether to sign
this Release.

MY RIGHT TO RESCIND THE RELEASE. I understand that I may rescind this Release at
any time within 15 days after I sign it, not counting the day upon which I sign
it. This Release will not become effective or enforceable unless and until the
15-day rescission period has expired without my rescinding it.

PROCEDURE FOR ACCEPTING OR RESCINDING THE RELEASE. To accept the terms of this
Release, I must deliver the Release, after I have signed and dated it, to
Stellent by hand or by mail within the 21-day period that I have to consider the
Release. To rescind my acceptance of this Release, I must deliver a written,
signed statement that I rescind my acceptance to Stellent by hand or by mail
within the 15-day rescission period. All deliveries must be made to Stellent at
the following address:

                                    Gregg A. Waldon
                                    Stellent, Inc.
                                    7777 Golden Triangle Drive
                                    Eden Prairie, MN  55344

If I choose to deliver the rescission of my acceptance by mail, it must be
postmarked within the period stated above, and properly addressed to Stellent at
the address stated above.

INTERPRETATION OF THE RELEASE. This Release should be interpreted as broadly as
possible to achieve my intention to resolve all of My Claims against the
Company. If this Release is held by a court to be inadequate to release a
particular claim encompassed within My Claims, this Release will remain in full
force and effect with respect to all the rest of My Claims.

MY REPRESENTATIONS. I am legally able and entitled to receive the consideration
being provided to me in settlement of My Claims. I have not been involved in any
personal bankruptcy or other insolvency proceedings at any time since I began my
employment with Stellent. No child support orders, garnishment orders, or other
orders requiring that money owed to me by Stellent be paid to any other person
are now in effect.

I have read this Release carefully. I understand all of its terms. In signing
this Release, I have not relied on any statements or explanations made by the
Company except as specifically set forth in the Agreement. I am voluntarily
releasing My Claims against the Company. I intend this Release to be legally
binding.

Dated:
      ----------------------------            ----------------------------------
                                              VERN HANZLIK


                                       3
<PAGE>


                                 April 17, 2003


Gregg A. Waldon
Stellent, Inc.
7777 Golden Triangle Drive
Eden Prairie, MN  55344

Dear Gregg:

         This is to confirm that I have not rescinded and will not take action
to rescind the Transition Agreement and Release that I executed in favor of
Stellent, Inc. and others on April 17, 2003.

                                                Very truly yours,



                                                Vern Hanzlik


                                                                       EXHIBIT D



</TEXT>
</DOCUMENT>
