Current assets

Interwoven Confidential

Exhibit 10.02

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
FOR CERTAIN PORTIONS OF THIS DOCUMENT

2008 Compensation Plan

To:		Steven J. Martello
		Senior Vice President of Client Services

Effective dates:          January 1, 2008 to December 31, 2008

This document outlines your compensation package (“Compensation Plan”) for calendar year 2008 including the at-risk components determined under the Sales Compensation Plan below and the 2008 Executive Officer Bonus Plan. Compensation Plan details and policies can be found in the Interwoven 2008 Sales Compensation Plan and 2008 Executive Officer Bonus Plan documents, which will be provided at your request.

All other terms and conditions of your employment are governed by your offer letter and Interwoven policy.

In your role, you are responsible for Interwoven’s worldwide services 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 Sales Compensation Plan and the 2008 Executive Officer Bonus Plan outline the guidelines under which you will be paid your Incentive Pay component.

Your on-target earnings for 2008 are $450,000.00. Your on-target earnings are composed of the following:

	•		Annual Base salary of $250,000.00.
	•		On target Incentive Pay of $200,000.00.

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 Incentive Pay plans. These Incentive Pay plans do not guarantee you a level of income.

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     Sales Compensation Plan

Of your on-target Incentive Pay, $120,000.00 will be related to commissions for Professional Services Revenues (as defined below) and $40,000.00 will be related to commissions for Software License Bookings (as defined below).

Commissions on revenue from maintenance, consulting and education services (collectively “Professional Services Revenues”) will be paid at the rates stated below and will be earned upon recognition of revenue for those services by Interwoven in accordance with generally accepted accounting principles and Interwoven’s revenue recognition policy. Professional Services Revenues exclude subscription revenues from the Company’s Website optimization products and are subject to reduction for any returns, realization adjustments or uncollectible accounts.

Commissions on Software License Bookings will be paid at the rates stated below and will be earned for the amount of license revenues recognizable 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. Software License Bookings are more fully defined in the 2008 Sales Compensation Plan.

The following commission rates will be applied to Professional Services Revenues for purposes of computing quarterly commissions due for 2008:

Quarterly		Professional Services				License Bookings
Quota Attainment		Commission Rates				Commission Rates
Less than 96%			[***]	%			[***]	%
96% to 97%			[***]	%			[***]	%
98% to 99%			[***]	%			[***]	%
100%			[***]	%			[***]	%
101% to 103%			[***]	%			[***]	%
104% to 106%			[***]	%			[***]	%
107% to 110%			[***]	%			[***]	%
Greater than 110%			[***]	%			[***]	%

All quota achievement percentages will be rounded to the next whole number (>= 0.5 will be rounded up and < 0.5 will be rounded down).

Additionally, the commission rates above for Professional Services Revenues will be multiplied by the following adjustment factors based on the Direct Margin Percentage of the combined Maintenance, Consulting and Education organizations achieved in a quarterly period:

Direct		Adjustment
Margin Percentage		Factor
>3% below target		25%
3% below target		50%
2% below target		60%
1% below target		80%
At target		100%
1% above target		110%
2% above target		125%
3% above target		150%
4% above target		175%
>4% above target		200%

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Direct Margin Percentage is defined as recognized Professional Services Revenues less the direct expenses to acquire and provide the maintenance, consulting and educational services that generated such revenues.

Your quarterly quotas for Professional Services Revenues and Software License Bookings for 2008 are set forth in the Annual Operating Plan, as defined below. For purposes of this document, the “Annual Operating Plan” means the Company’s confidential annual budget for the year ended December 31, 2008 approved by the Company’s Board of Directors on or before the date on which the Company’s Board of Directors approved this Compensation Plan.

Your Direct Margin Percentage targets for each of the four quarters in 2008 are calculated by subtracting from your applicable quarterly quota for Professional Services Revenues the direct expenses to acquire and provide the services that were necessary to generate such revenues.

It is agreed and understood by you that this Compensation Plan may be modified or amended at any time without your consent by the Company’s Board of Directors (or the Compensation Committee thereof); provided, however, than an amendment that increases your quarterly quotas for Professional Services Revenues or Software License Bookings or increases your targets for Direct Margin Percentage under this Compensation Plan may be effected without your consent only in conjunction with amendment of the Annual Operating Plan by the Company’s Board of Directors to reflect business acquisitions or dispositions by the Company.

2008 Executive Officer Bonus Plan

Of your on-target Incentive Pay, $40,000.00 will be related to amounts due under the 2008 Executive Officer Incentive Bonus Plan and calculated in accordance with that plan. Such amount may be allocated to MBO objectives.

Please acknowledge you acceptance with this Compensation Plan by signing below. Have a great 2008!

Read and accepted:		Signed:
/s/ Steven J. Martello		/s/ Joseph L. Cowan
Steven J. Martello		Joseph L. Cowan
Senior Vice President of Client Services		Chief Executive Officer
Interwoven, Inc.		Interwoven, Inc.