Current assets

Exhibit 10.05

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT		***Confidential treatment has been requested with respect to the information contained within the "[***]” markings. Such marked portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission

2006 Compensation Plan

To:		Scipio M. Carnecchia,
		Senior Vice President of Worldwide Sales
Effective dates:		January 1, 2006 to December 31, 2006

This document outlines your individual compensation package (“Compensation Plan”) for calendar year 2006 including the at-risk components (“Incentive Pay”) determined under the Sales Compensation Plan. All other terms and conditions of your employment are governed by your offer letter.

In your role, you are responsible for the Interwoven’s worldwide sales organization. Interwoven reserves the right to change your responsibilities from time to time and modify your Compensation Plan to take into account its business needs.

COMPENSATION PACKAGE

Your Compensation Plan is comprised of a Base Salary and Incentive Pay, which is an at-risk component of your overall compensation package. The 2006 Sales Compensation Plan outlines the guidelines under which you will be paid your Incentive Pay component.

Your on-target earnings for calendar year 2006 are $475,000.00. Your on-target earnings are composed of the following:

	•		Annual Base Salary of $200,000.00.
	•		On-target Incentive Pay of $275,000.00:

	•		$250,000.00 related to Software License bookings.
	•		$25,000.00 related to Professional Services revenue.
	•		A Direct Margin Percentage factor will be applied in computing your commissions earned for Software License bookings and Professional Services revenue.

From your actual earnings, we will subtract payroll deductions, all required withholdings and other voluntary deductions you authorize Interwoven to make on your behalf.

BASE SALARY

Your annual base salary will be paid to you ratably over the year in accordance with Interwoven’s standard payroll practices.

INCENTIVE PAY

Your Incentive Pay will be calculated under the following process. Please be aware, this Incentive Pay process does not guarantee you a level of income.

Commissions on Software License Bookings and Professional Services Revenue

Of your on-target Incentive Pay, $250,000.00 will be related to commissions for Software License bookings and $25,000.00 will be related to commissions for Professional Services revenue. Commissions on Software License bookings relate to achieving the Company’s business plan objectives for Software License bookings. Customer support and maintenance is not included in the measurement of Software License bookings. Commissions on Professional Services relate to assisting the Professional Services Organization in achieving the Company’s business plan objectives for revenue from consulting and education services (collectively “Professional Services”).

Commissions will be earned upon recognition of bookings for Software License and revenue for Professional Services by Interwoven in accordance with the following rates:

Quarterly		License Bookings		Professional Services
Quota Attainment		Commission Rates		Commission Rates
0% to 100%		[***]%		[***]%
101% to 102%		[***]%		[***]%
103% to 104%		[***]%		[***]%
105% to 106%		[***]%		[***]%
Greater than 107%		[***]%		[***]%

All Quarterly Quota Attainment percentages will be rounded to the next whole number (ie: greater than or equal to 0.5 will be rounded up and less than 0.5 will be rounded down).

Additionally, the commission earned above will be multiplied by the following adjustment factor based on the Direct Margin Percentage achieved by the Sales organization on Software License bookings and Professional Services revenue for each quarter:

Direct		Adjustment
Margin Percentage		Factor
>3% below target		[***]%
2% below target		[***]%
At target		[***]%
2% above target		[***]%
3% above target		[***]%
4% above target		[***]%
>4% above target		[***]%

Direct Margin Percentage is defined as Software License bookings and Professional Services revenue less the cost of license revenues and the direct expenses incurred by the worldwide sales organization to acquire that revenue.

Your quota for the period January 1, 2006 to December 31, 2006 is $[***] for Software License booking and $[***] for Professional Services revenue as follows:

Software		Professional
License Bookings		Services Revenues
$[***] for Q1 2006		$[***] for Q1 2006
$[***] for Q2 2006		$[***] for Q2 2006
$[***] for Q3 2006		$[***] for Q3 2006
$[***] for Q4 2006		$[***] for Q4 2006

As outlined in the 2006 Sales Compensation Plan, Software License bookings and Professional Services revenue are computed in accordance with generally accepted accounting principles (as determined by the Company’s Finance Department and the Audit Committee of the Board of Directors). For Software License bookings, credit will be received for the amount of revenue that can be recognized in accordance with Interwoven’s revenue recognition policy. If the recognition of revenue extends beyond the end of the then current quarter, bookings credit will be received in the quarter when the revenue is recognized. Such amounts are subject to reduction for carve-outs, any returns, or uncollectible accounts as outlined in the Interwoven 2006 Sales Compensation Plan.

Your Direct Margin Percentage targets for the period January 1, 2006 to December 31, 2006 are as follows:

	o		[***]% for first quarter of 2006
	o		[***]% for the second quarter of 2006
	o		[***]% for the third quarter of 2006
	o		[***]% for the fourth quarter of 2006

By way of example, if Software License bookings for the first quarter of 2006 was $[***] and Professional Services revenue for the first quarter was $[***] (achievement of 101% of quota for both Software License and Professional Services revenue) and the direct gross margin was [***]%, your commission due would be computed as follows:

Software License bookings – ((($[***] times [***]%) + ($[***] times [***]%)) times [***]%) equals $[***].

Professional Services revenues – ((($[***] times [***]%) + ($[***] times [***]%)) times [***]%) equals $[***].

Total earned equals $[***].

Please acknowledge your acceptance with this Compensation Plan by signing below. Have a great 2006!

Read and accepted:				Signed:
/s/ Scipio M. Carnecchia				/s/ John E. Calonico, Jr.
Scipio M. Carnecchia				John E. Calonico, Jr.
Senior Vice President of Worldwide Sales				Chief Financial Officer
Interwoven, Inc.				Interwoven, Inc.