INTERWOVEN, INC. 2006 EXECUTIVE OFFICER INCENTIVE BONUS PLAN

Exhibit 10.22

INTERWOVEN, INC.
2006 EXECUTIVE OFFICER INCENTIVE BONUS PLAN

          Interwoven, Inc. (“Interwoven” or the “Company”), a Delaware corporation, hereby establishes this 2006 Executive Officer Incentive Bonus Plan (the “Plan”) effective as of January 1, 2006, in order to advance the interests of the Company and its stockholders by providing an incentive for designated executive officers of the Company to achieve the Company’s total revenue and non-GAAP operating income (loss) targets for the year ending December 31, 2006 (the “2006 Year”).

     1.1      Definitions . Whenever used herein, the following terms shall have their respective meanings set forth below:

     1.1.1     “ Actual Non-GAAP Operating Income ” for any Bonus Period means the Company’s operating income (loss) for such Bonus Period computed in accordance with generally accepted accounting principles less the impact of amortization of deferred stock compensation and intangible assets, restructuring and excess facilities charges, in-process research and development charges and other non-recurring items, net of the related tax impact. Actual Non-GAAP Operating Income is after accruing for the Quarterly Bonus and Annual Bonus due Participants under the Plan. Other non-recurring items to be excluded from operating income (loss) for purposes of computing actual non-GAAP operating income are subject to the review and approval of the Audit Committee.

     1.1.2      “Plan Operating Income Target” means any one of the Non-GAAP Operating Income (Loss) Targets set forth in Exhibit A hereto.

     1.1.3      “Actual Revenues ” for any Bonus Period means the Company’s total license, support, service and training revenues for such Bonus Period as reported in the Company’s Financial Statements.

     1.1.4      “ Annual Bonus ” means the cash bonus payable pursuant to Section 4.2.

     1.1.5     “ Bonus Period ” means, with respect to the Annual Bonus, the year ended December 31, 2006 and, with respect to any Quarterly Bonus, the calendar quarter of 2006 with respect to which such Quarterly Bonus is to be calculated.

     1.1.6      “Committee ” means the Compensation Committee of the Board of Directors of the Company.

     1.1.7      “Financial Statements” means, with respect to the Annual Bonus, the Company’s audited consolidated financial statements for the year ending December 31, 2006 as filed by the Company with the Securities and Exchange Commission on Form 10-K and, with respect to any Quarterly Bonus, the Company’s unaudited condensed consolidated financial statements for the calendar quarter with respect to which such Quarterly Bonus is to be calculated, as filed by the Company with the Securities and Exchange Commission on Form 10-Q in the case of the calendar quarters ending March 31, 2006, June 30, 2006 and September 30, 2006 and as filed by the Company with the Securities and Exchange Commission on Form 10-K in the case of the calendar quarter ending December 31, 2006.

     1.1.8      “MBO” means those quarterly or annual objectives established by the Committee or the Company’s Chief Executive Officer for the participant.

     1.1.9     “ Participant ” means an executive officer of the Company who has been designated by the Committee as a Participant in the Plan.

     1.1.10     “ Plan Revenue Target ” means the plan revenue targets set forth in Exhibit B hereto.

     1.1.11      “ Quarterly Bonus ” means the bonus that is due pursuant to Section 4.1.

     1.1.12      “Target Bonus ” means the amounts set forth in Exhibit C hereto. The Target Bonus may be divided into components. The Company Performance Target Bonus refers to the amount of the Participant’s Target Bonus allocated to computations defined in Section 4 of this Plan. The MBO Target Bonus refers to the amount of the Participant’s Target Bonus allocated to the Participants’ MBO Target Bonus as defined in Section 5 of the Plan.

     The Plan shall be administered by the Committee. All questions of interpretation of the Plan shall be determined by the Committee in its sole discretion, and such determinations shall be final and binding upon all persons having an interest in the Plan.

     A Participant shall be eligible for a Quarterly Bonus only if he or she is actively employed by the Company throughout the entirety of the corresponding Bonus Period. A Participant shall be eligible for a pro rated Annual Bonus (based on the full quarters that such Participant was employed) only if he or she is actively employed by the Company for at least two full quarterly Bonus Periods during 2006, and such Participant is employed by the Company on December 31, 2006.

          The portion of the Participant’s Target Bonus allocated to the Company Performance Bonus is designated on Exhibit C to this Plan.

     4.1      Quarterly Bonuses .

     4.1.1     Subject to the provisions of Section 4.4 below, each Participant who meets the bonus eligibility requirements of Section 3 above shall receive a Quarterly Bonus for each calendar quarter in 2006 equal to twenty percent (20%) of the Participant’s Company Performance Target Bonus multiplied by the applicable bonus percentage determined under Section 4.3 below.

     4.1.2     Each Quarterly Bonus shall be paid on the basis of results shown in the Company’s press release announcing its financial results for such quarter, in cash, in a single lump sum, subject to all applicable employment and income tax withholding, within thirty (30) days after both of the following conditions have occurred: (a) the Company’s external auditors have completed a review of the Company’s records for the Bonus Period and have submitted a report thereon to the Audit Committee of the Company’s Board of Directors, and (b) the Company has issued a press release announcing its financial results for such quarter.

     4.1.3     In the event that the results set forth in the Financial Statements for a quarterly Bonus Period are different than those that formed the basis for the calculation of the Quarterly Bonus for such Bonus Period pursuant to Section 4.1.2 above, the amount of the Quarterly Bonus for such Bonus Period shall be adjusted using the results set forth in the Financial Statements for such Bonus Period and (a) each Participant shall be required to return to the Company within thirty (30) days of receiving notice from the Company of such adjustment, any amount that has become an over-payment as a result of the adjustment, net of applicable taxes, and (b) the Company shall pay within thirty (30) days of determining any such adjustment, any amounts that ought to have been made to each Participant.

     4.1.4     The maximum Quarterly Bonus payment for any such quarterly Bonus Period is limited