Interwoven, Inc. 2003 Acquisition Stock Option Plan



 Exhibit 4.07 
  
 INTERWOVEN, INC. 
  
 2003 ACQUISITION PLAN 
  
 As adopted October 9, 20031 
  
 1.
PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries, by offering
them an opportunity to participate in the Company’s future performance through awards of Options. Capitalized terms not defined in the text are defined in Section 20. 
  
 2. SHARES SUBJECT TO THE PLAN. 
  
 2.1 Number of Shares Available. Subject to Sections 2.2 and 15, the total number of Shares reserved
and available for grant and issuance pursuant to this Plan will be equal to the sum of: (a) the product of (i) 2.0943 (0.523575 in the event the proposed one-for-four reverse stock split announced in August 2003 is effected prior to the Merger (as
defined below)), multiplied by (ii) the number of authorized shares not issued or subject to outstanding stock options under the iManage, Inc. 1997 Stock Option Plan at the Effective Time (as defined below); plus (b) Shares that are subject to: (i)
issuance upon exercise of an Option but cease to be subject to such Option for any reason other than exercise of such Option; (ii) an Option granted hereunder but are forfeited or are repurchased by the Company at the original issue price; and (iii)
an Option that otherwise terminates without Shares being issued. In addition, to the extent permitted by then applicable rules issued by The NASDAQ Stock Market, Inc., any shares of the Company’s Common Stock that are issuable upon exercise of
Assumed Options that expire or become unexercisable for any reason without having been exercised in full will be available for grant and issuance pursuant to this Plan. At all times the Company shall reserve and keep available a sufficient number of
Shares as shall be required to satisfy the requirements of all outstanding Options granted under this Plan. 
  
 2.2 Adjustment of Shares. In the event that the number of outstanding shares of the Company’s common stock is changed by a
stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company without consideration, then (a) the number of Shares reserved for issuance under
this Plan, and (b) the Exercise Prices of and number of Shares subject to outstanding Options, will be appropriately adjusted, subject to any required action by the Board or the stockholders of the Company and compliance with applicable securities
laws; provided, that fractions of a Share will not be issued but will either be paid in cash at the Fair Market Value of such fraction of a Share or will be rounded up to the nearest whole Share, as determined by the Committee; and provided,
further, that the Exercise Price of any Option may not be decreased below the par value of the Shares. 
  
 3. ELIGIBILITY. Options may be granted to employees and officers of iManage, Inc. or any Parent or Subsidiary of the iManage, Inc., in each
case immediately prior to the Effective Time, that become employees and officers of the Company or any Parent or Subsidiary of the Company, in each case immediately following the Effective Time. A person may be granted more than one Option under
this Plan. 
  
 4. ADMINISTRATION. 
  
 4.1 Committee Authority. This Plan will be
administered by the Committee or by the Board acting as the Committee. Subject to the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have full power to implement and carry out this Plan.
Without limitation, the Committee will have the authority to: 
  

	 	(a)	construe and interpret this Plan, any Stock Option Agreement and any other agreement or document executed pursuant to this Plan; 



	1	This plan has been adopted in connection with the Merger (as defined below), as permitted by and subject to Rule 4350(i)(1)(A) and IM-4350-5 of the Marketplace Rules
of the National Association of Securities Dealers, Inc. 

  










	 	(b)	prescribe, amend and rescind rules and regulations relating to this Plan or any Option; 

  

	 	(c)	select persons to receive Options; 

  

	 	(d)	determine the form and terms of Options; 

  

	 	(e)	determine the number of Shares or other consideration subject to Options; 

  

	 	(f)	determine whether Options will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other Options under this Plan or any other incentive
or compensation plan of the Company or any Parent or Subsidiary of the Company; 

  

	 	(g)	grant waivers of Plan or Option conditions; 

  

	 	(h)	determine the vesting, exercisability and payment of Options; 

  

	 	(i)	correct any defect, supply any omission or reconcile any inconsistency in this Plan, any Option or any Stock Option Agreement; 

  

	 	(j)	determine whether an Option has been earned; and 

  

	 	(k)	make all other determinations necessary or advisable for the administration of this Plan. 

  
 4.2 Committee Discretion. Any determination made by the Committee with respect to any Option will be
made in its sole discretion at the time of grant of the Option or, unless in contravention of any express term of this Plan or Option, at any later time, and such determination will be final and binding on the Company and on all persons having an
interest in any Option under this Plan. The Committee may delegate to one or more officers of the Company the authority to grant an Option under this Plan to Participants who are not Insiders of the Company. 
  
 5. OPTIONS. Only nonqualified stock options that do not qualify
as incentive stock options within the meaning of Section 422(b) of the Code may be granted under this Plan. The Committee may grant Options to eligible persons and will determine (i) the number of Shares subject to the Option, (ii) the Exercise
Price of the Option, (iii) the period during which the Option may be exercised, and (iv) all other terms and conditions of the Option, subject to the following: 
  
 5.1 Form of Option Grant. Each Option granted under this Plan will be evidenced by a Stock Option
Agreement. The Stock Option Agreement will be in such form and contain such provisions (which need not be the same for each Participant) as the Committee may from time to time approve, and which will comply with and be subject to the terms and
conditions of this Plan. 
  
 5.2 Date of
Grant. The date of grant of an Option will be the date on which the Committee makes the determination to grant the Option, unless a later date is otherwise specified by the Committee. The Stock Option Agreement and a copy of this Plan will be
delivered to the Participant within a reasonable time after the Option is granted. 
  
 5.3 Exercise Period and Expiration Date. Options will be exercisable within the times or upon the occurrence of events determined
by the Committee as set forth in the Stock Option Agreement governing such Option; provided, however, that no Option will be exercisable after the expiration of ten (10) years from the date the Option is granted. The Committee also may
provide for Options to become exercisable at one time or from time to time, periodically or otherwise, in such number of Shares or percentage of Shares as the Committee determines. 
  

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 5.4 Exercise Price. The Exercise Price of an Option will be determined by the
Committee when the Option is granted and may be not less than (a) the Fair Market Value of the Shares on the date of grant and (b) the par value of the Shares. Payment for the Shares purchased must be made in accordance with Section 6 of this Plan.

  
 5.5 Method of Exercise. Options may be
exercised only by delivery to the Company of a written stock option exercise agreement (the “Exercise Agreement”) in a form approved by the Committee (which need not be the same for each Participant), stating the number of
Shares being purchased, the restrictions imposed on the Shares purchased under such Exercise Agreement, if any, and such representations and agreements regarding Participant’s investment intent and access to information and other matters, if
any, as may be required or desirable by the Company to comply with applicable securities laws, together with payment in full of the Exercise Price for the number of Shares being purchased. 
  
 5.6 Termination. Notwithstanding the exercise periods
set forth in the Stock Option Agreement, exercise of an Option will always be subject to the following: 
  
 (a) If the Participant is Terminated for any reason except death or Disability, then the Participant may exercise such Participant’s
Options only to the extent that such Options would have been exercisable upon the Termination Date no later than three (3) months after the Termination Date (or such shorter or longer time period not exceeding five (5) years as may be determined by
the Committee, but in any event, no later than the expiration date of the Options. 
  
 (b) If the Participant is Terminated because of Participant’s death or Disability (or the Participant dies within three (3) months
after a Termination other than for Cause or because of Participant’s Disability), then Participant’s Options may be exercised only to the extent that such Options would have been exercisable by Participant on the Termination Date and must
be exercised by Participant (or Participant’s legal representative or authorized assignee) no later than six (6) months after the Termination Date (or such shorter or longer time period not exceeding five (5) years as may be determined by the
Committee) but in any event no later than the expiration date of the Options. 
  
 (c) Notwithstanding the provisions in paragraph 5.6(a) above, if a Participant is terminated for Cause, neither the Participant, the Participant’s estate nor such other person who may then hold the Option shall
be entitled to exercise any Option with respect to any Shares whatsoever, after termination of service, whether or not after termination of service the Participant may receive payment from the Company or any Parent or Subsidiary of the Company for
vacation pay, for services rendered prior to termination, for services rendered for the day on which termination occurs, for salary in lieu of notice, or for any other benefits. In making such determination, the Board shall give the Participant an
opportunity to present to the Board evidence on his behalf. For the purpose of this paragraph, termination of service shall be deemed to occur on the date when the Company dispatches notice or advice to the Participant that his service is
terminated. 
  
 5.7 Limitations on
Exercise. The Committee may specify a reasonable minimum number of Shares that may be purchased on any exercise of an Option, provided that the minimum number will not prevent a Participant from exercising the Option for the full number of
Shares for which it is then exercisable. 
  
 5.8
Modification, Extension or Renewal. The Committee may modify, extend or renew outstanding Options and authorize the grant of new Options in substitution therefor, provided that any such action may not, without the written consent of a
Participant, impair any of such Participant’s rights under any Option previously granted. The Committee may reduce the Exercise Price of outstanding Options without the consent of Participants affected by a written notice to them;
provided, however, that the Exercise Price may not be reduced below the minimum Exercise Price that would be permitted under Section 5.4 of this Plan for Options granted on the date the action is taken to reduce the Exercise Price; and
provided, further, that the Exercise Price shall not be reduced below the par value of the Shares. 
  

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 6. PAYMENT FOR SHARE PURCHASES. 
  
 6.1 Payment. Payment for Shares purchased on exercise
of an Option may be made in cash (by check) or, where expressly approved for the Participant by the Committee and where permitted by law: 
  

	 	(a)	by cancellation of indebtedness of the Company to the Participant; 

  

	 	(b)	by surrender of shares that either: (1) have been owned by Participant for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares
were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by Participant in the public market; 

  

	 	(c)	by tender of a full recourse promissory note having such terms as may be approved by the Committee and bearing interest at a rate sufficient to avoid imputation of income under
Sections 483 and 1274 of the Code; provided, however, that Participants who are not employees or directors of the Company will not be entitled to purchase Shares with a promissory note unless the note is adequately secured by
collateral other than the Shares; provided, further, that the portion of the Exercise Price equal to the par value of the Shares must be paid in cash; 

  

	 	(d)	by waiver of compensation due or accrued to the Participant for services rendered; 

  

	 	(e)	so long as a public market for the Company’s stock exists: 

  

	 	(1)	through a “same day sale” commitment from the Participant and a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD
Dealer”) whereby the Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased to pay for the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to
forward the Exercise Price directly to the Company; or 

  

	 	(2)	through a “margin” commitment from the Participant and a NASD Dealer whereby the Participant irrevocably elects to exercise the Option and to pledge the Shares so
purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to
the Company; or 

  

	 	(f)	by any combination of the foregoing. 

  
 6.2 Loan Guarantees. The Committee may help the Participant pay for Shares purchased under this Plan by authorizing a guarantee by
the Company of a third-party loan to the Participant. 
  
 7.
WITHHOLDING TAXES. 
  
 7.1
Withholding Generally. Whenever Shares are to be issued on exercise of Options granted under this Plan, the Company may require the Participant to remit to the Company an amount sufficient to satisfy federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates for such Shares. If a payment in satisfaction of an Option is to be made in cash, such payment will be net of an amount sufficient to satisfy federal, state, and local withholding
tax requirements. 
  
 7.2 Stock
Withholding. When, under applicable tax laws, a Participant incurs tax liability in connection with the exercise or vesting of any Option that is subject to tax withholding and the Participant is obligated to pay the Company the amount required
to be withheld, the Committee may in its sole discretion allow 

  

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the Participant to satisfy the minimum withholding tax obligation by electing to have the Company withhold from the Shares to be issued that number of Shares
having a Fair Market Value equal to the minimum amount required to be withheld, determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this purpose will be made in
accordance with the requirements established by the Committee and be in writing in a form acceptable to the Committee. 
  
 8. TRANSFERABILITY. 
  
 8.1 Transferability Generally. Except as otherwise provided in this Section 8, Options granted under this Plan, and any interest
therein, will not be transferable or assignable by Participant, and may not be made subject to execution, attachment or similar process, otherwise than by will or by the laws of descent and distribution or as determined by the Committee and set
forth in the Stock Option Agreement. 
  
 8.2
Permitted Actions. Unless otherwise restricted by the Committee, an Option shall be exercisable: (i) during the Participant’s lifetime only by (A) the Participant, (B) the Participant’s guardian or legal representative, (C) a Family
Member of the Participant who has acquired the Option by “permitted transfer;” and (ii) after Participant’s death, by the legal representative of the Participant’s heirs or legatees. “Permitted transfer” means, as
authorized by this Plan and the Committee in an Option, any transfer effected by the Participant during the Participant’s lifetime of an interest in such Option but only such transfers which are by gift or domestic relations order. A permitted
transfer does not include any transfer for value and neither of the following are transfers for value: (a) a transfer of under a domestic relations order in settlement of marital property rights or (b) a transfer to an entity in which more than
fifty percent of the voting interests are owned by Family Members or the Participant in exchange for an interest in that entity. 
  
 9. PRIVILEGES OF STOCK OWNERSHIP. 
  
 9.1 Voting and Dividends. No Participant will have any of the rights of a stockholder with respect to any Shares until the Shares
are issued to the Participant. After Shares are issued to the Participant, the Participant will be a stockholder and have all the rights of a stockholder with respect to such Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares; provided, however, that if such Shares are Restricted Stock, then any new, additional or different securities the Participant may become entitled to receive with respect to such
Shares by virtue of a stock dividend, stock split or any other change in the corporate or capital structure of the Company will be subject to the same restrictions as the Restricted Stock; provided, further, that the Participant will
have no right to retain such dividends or distributions with respect to Shares that are repurchased at the Participant’s original Exercise Price pursuant to Section 12. 
  
 9.2 Financial Statements. The Company will provide financial statements to each Participant prior to
such Participant’s purchase of Shares under this Plan, and to each Participant annually during the period such Participant has Options outstanding; provided, however, that the Company will not be required to provide such financial
statements to Participants whose services in connection with the Company assure them access to equivalent information. 
  
 10. CERTIFICATES. All certificates for Shares or other securities delivered under this Plan will be subject to such stock transfer orders,
legends and other restrictions as the Committee may deem necessary or advisable, including restrictions under any applicable federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC or any stock exchange
or automated quotation system upon which the Shares may be listed or quoted. 
  
 11. ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a Participant’s Shares, the Committee may require the Participant to deposit all certificates representing Shares, together with stock
powers or other instruments of transfer approved by the Committee, appropriately endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions have lapsed or terminated, and the 

  

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Committee may cause a legend or legends referencing such restrictions to be placed on the certificates. Any Participant who is permitted to execute a
promissory note as partial or full consideration for the purchase of Shares under this Plan will be required to pledge and deposit with the Company all or part of the Shares so purchased as collateral to secure the payment of Participant’s
obligation to the Company under the promissory note; provided, however, that the Committee may require or accept other or additional forms of collateral to secure the payment of such obligation and, in any event, the Company will have
full recourse against the Participant under the promissory note notwithstanding any pledge of the Participant’s Shares or other collateral. In connection with any pledge of the Shares, Participant will be required to execute and deliver a
written pledge agreement in such form as the Committee will from time to time approve. The Shares purchased with the promissory note may be released from the pledge on a pro rata basis as the promissory note is paid. 
  
 12. EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any
time or from time to time, authorize the Company, with the consent of the respective Participants, to issue new Options in exchange for the surrender and cancellation of any or all outstanding Options. The Committee may at any time buy from a
Participant an Option previously granted with payment in cash, Shares (including Restricted Stock) or other consideration, based on such terms and conditions as the Committee and the Participant may agree. 
  
 13. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Option
will not be effective unless such Option is in compliance with all applicable federal and state securities laws, rules and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which the
Shares may then be listed or quoted, as they are in effect on the date of grant of the Option and also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan, the Company will have no obligation to issue or
deliver certificates for Shares under this Plan prior to: (a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and/or (b) completion of any registration or other qualification of such Shares
under any state or federal law or ruling of any governmental body that the Company determines to be necessary or advisable. The Company will be under no obligation to register the Shares with the SEC or to effect compliance with the registration,
qualification or listing requirements of any state securities laws, stock exchange or automated quotation system, and the Company will have no liability for any inability or failure to do so. 
  
 14. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Option
granted under this Plan will confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Parent or Subsidiary of the Company or limit in any way the right of
the Company or any Parent or Subsidiary of the Company to terminate Participant’s employment or other relationship at any time, with or without cause. 
  
 15. CORPORATE TRANSACTIONS. 
  
 15.1 Assumption or Replacement of Options by Successor. In the event of (a) a dissolution or liquidation of the Company, (b) a
merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is
no substantial change in the stockholders of the Company or their relative stock holdings and the Options granted under this Plan are assumed, converted or replaced by the successor corporation, which assumption will be binding on all Participants),
(c) a merger in which the Company is the surviving corporation but after which the stockholders of the Company immediately prior to such merger (other than any stockholder that merges, or which owns or controls another corporation that merges, with
the Company in such merger) cease to own their shares or other equity interest in the Company, (d) the sale of substantially all of the assets of the Company, or (e) the acquisition, sale, or transfer of more than 50% of the outstanding shares of
the Company by tender offer or similar transaction, any or all outstanding Options may be assumed, converted or replaced by the successor corporation (if any), which assumption, conversion or replacement will be binding on all Participants. In the
alternative, the successor corporation may substitute equivalent Options or provide substantially similar consideration to Participants as was provided to stockholders (after taking into account the existing provisions of the Options). The successor
corporation may also issue, in place of outstanding Shares of 

  

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the Company held by the Participants, substantially similar shares or other property subject to repurchase restrictions no less favorable to the Participant.
In the event such successor corporation (if any) refuses to assume or substitute Options, as provided above, pursuant to a transaction described in this Subsection 15.1, such Options will expire on such transaction at such time and on such
conditions as the Committee will determine. Notwithstanding anything in this Plan to the contrary, the Committee may, in its sole discretion, provide that the vesting of any or all Options granted pursuant to this Plan will accelerate upon a
transaction described in this Section 15. If the Committee exercises such discretion with respect to Options, such Options will become exercisable in full prior to the consummation of such event at such time and on such conditions as the Committee
determines, and if such Options are not exercised prior to the consummation of the corporate transaction, they shall terminate at such time as determined by the Committee. 
  
 15.2 Other Treatment of Options. Subject to any greater rights granted to Participants under the
foregoing provisions of this Section 15, in the event of the occurrence of any transaction described in Section 15.1, any outstanding Options will be treated as provided in the applicable agreement or plan of merger, consolidation, dissolution,
liquidation, or sale of assets. 
  
 15.3
Assumption of Options by the Company. The Company, from time to time, also may substitute or assume outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by either; (a)
granting an Option under this Plan in substitution of such other company’s award; or (b) assuming such award as if it had been granted under this Plan if the terms of such assumed award could be applied to an Option granted under this Plan.
Such substitution or assumption will be permissible if the holder of the substituted or assumed award would have been eligible to be granted an Option under this Plan if the other company had applied the rules of this Plan to such grant. In the
event the Company assumes an award granted by another company, the terms and conditions of such award will remain unchanged (except that the exercise price and the number and nature of Shares issuable upon exercise of any such option will be
adjusted appropriately pursuant to Section 424(a) of the Code). In the event the Company elects to grant a new Option rather than assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price. 
  
 16. ADOPTION AND STOCKHOLDER APPROVAL. This Plan will become
effective as of the Effective Time. Upon the Effective Time, the Committee may grant Options pursuant to this Plan. 
  
 17. TERM OF PLAN; GOVERNING LAW. Unless earlier terminated as provided herein, this Plan will terminate on June 3, 2007. This Plan and all
agreements thereunder shall be governed by and construed in accordance with the laws of the State of California. 
  
 18. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate or amend this Plan in any respect, including without limitation
amendment of any form of Stock Option Agreement or instrument to be executed pursuant to this Plan; provided, however, that the Board will not, without the approval of the stockholders of the Company, amend this Plan in any manner that
requires such stockholder approval. 
  
 19. NONEXCLUSIVITY
OF THE PLAN. Neither the adoption of this Plan by the Board nor any provision of this Plan will be construed as creating any limitations on the power of the Board to adopt such additional compensation arrangements as it may deem desirable,
including, without limitation, the granting of stock options and bonuses otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases. 
  
 20. DEFINITIONS. As used in this Plan, the following terms will
have the following meanings: 
  
 “Assumed Options” means options granted pursuant to the iManage, Inc. 1997 Stock Option Plan that are assumed by the Company in connection with the Merger. 
  

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 “Board” means the Board of Directors of the Company. 

 
 “Cause” means the commission of
an act of theft, embezzlement, fraud, dishonesty or a breach of fiduciary duty to the Company or a Parent or Subsidiary of the Company. 
  
 “Code” means the Internal Revenue Code of 1986, as amended. 
  
 “Committee” means the Compensation
Committee of the Board. 
  
 “Company” means Interwoven, Inc. or any successor corporation. 
  
 “Disability” means a disability, whether temporary or permanent, partial or total, as determined by the
Committee. 
  
 “Effective
Time” means the consummation of the Merger. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
  
 “Exercise Price” means the price at which a holder of an Option may purchase the Shares issuable upon exercise of
the Option. 
  
 “Fair Market
Value” means, as of any date, the value of a share of the Company’s Common Stock determined as follows: 
  

	 	(a)	if such Common Stock is then quoted on The NASDAQ National Market, its closing price on the NASDAQ National Market on the date of determination as reported in The Wall Street
Journal; 

  

	 	(b)	if such Common Stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of determination on the principal national securities
exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street Journal; 

  

	 	(c)	if such Common Stock is publicly traded but is not quoted on The NASDAQ National Market nor listed or admitted to trading on a national securities exchange, the average of the
closing bid and asked prices on the date of determination as reported in The Wall Street Journal; or 

  

	 	(d)	if none of the foregoing is applicable, by the Committee in good faith. 

  
 “Family Member” includes any of the following: 
  

	 	(a)	child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law of the Participant, including any such person with such relationship to the Participant by adoption; 

  

	 	(b)	any person (other than a tenant or employee) sharing the Participant’s household; 

  

	 	(c)	a trust in which the persons in (a) and (b) have more than fifty percent of the beneficial interest; 

  

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	 	(d)	a foundation in which the persons in (a) and (b) or the Participant control the management of assets; or 

  

	 	(e)	any other entity in which the persons in (a) and (b) or the Participant own more than fifty percent of the voting interest. 

  
 “Insider” means an officer or
director of the Company or any other person whose transactions in the Company’s Common Stock are subject to Section 16 of the Exchange Act. 
  
 “Merger” means the merger of iManage, Inc. with and into Mahogany Acquisition Corporation upon the terms and
subject to the conditions of that certain Agreement and Plan of Merger dated as of August 6, 2003 by and among the Company, Mahogany Acquisition Corporation and iManage, Inc. 
  
 “Option” means an award of an option to purchase Shares pursuant to Section 5.

  
 “Parent” means any
corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of such corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one
of the other corporations in such chain. 
  
 “Participant” means a person who receives an Option under this Plan. 
  
 “Plan” means this Interwoven, Inc. 2003 Acquisition Plan, as amended from time to time. 
  
 “SEC” means the Securities and
Exchange Commission. 
  
 “Securities
Act” means the Securities Act of 1933, as amended. 
  
 “Shares” means shares of the Company’s Common Stock reserved for issuance under this Plan, as adjusted pursuant to Sections 2 and 15, and any successor security. 
  
 “Stock Option Agreement” means, with
respect to each Option, the signed written agreement between the Company and the Participant setting forth the terms and conditions of the Option. 
  
 “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with
the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 
  
 “Termination” or
“Terminated” means, for purposes of this Plan with respect to a Participant, that the Participant has for any reason ceased to provide services as an employee and officers of the Company or a Parent or Subsidiary of the
Company. An employee will not be deemed to have ceased to provide services in the case of (i) sick leave, (ii) military leave, or (iii) any other leave of absence approved by the Committee, provided, that such leave is for a period of not more than
90 days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute or unless provided otherwise pursuant to formal policy adopted from time to time by the Company and issued and promulgated to employees in writing.
In the case of any employee on an approved leave of absence, the Committee may make such provisions respecting suspension of vesting of the Option while on leave from the employ of the Company or a Parent or Subsidiary of the Company as it may deem
appropriate, except that in no event may an Option be exercised after the expiration of the term set forth in the Stock Option Agreement. The Committee will have sole discretion to determine whether a Participant has ceased to provide services and
the effective date on which the Participant ceased to provide services (the “Termination Date”). 
  

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	 	  	Interwoven, Inc.
		
	  ̈
	  	Notice of Grant of Stock Options
		
	  ̈
	  	 ID:

		
	 	  	and Option Agreement
		
	  ̈
	  	 803 Eleventh Avenue

		
	  ̈
	  	 Sunnyvale, CA 94089

		
	 	  	Option Number:
	 	  	Plan:                                2003AP
	 	  	ID:

  
 Effective
    /    /    , you have been granted a Nonqualified Stock Option to buy
                     shares of Interwoven, Inc. (the Company) stock at
$                 per share. 
  
 The total option price of the shares granted is
$                                        .

  
 Shares in each period will become fully vested on the date shown. 

 

	Shares	 	Vest Type	 	Full Vest	  	Expiration

  
 By your signature and the
Company’s signature below, you and the Company agree that these options are granted under and governed by the terms and conditions of the Company’s Stock Option Plan as amended and the Option Agreement, all of which are attached and made a
part of this document. 
  

	 Interwoven, Inc.
	 	 	 	 Date

			
	 	 	 	 	 Date

	 	 	 	 	 	 	 	 	Date:     /    /    
	 	 	 	 	 	 	 	 	Time:      








 INTERWOVEN, INC. 
  
 2003 ACQUISITION PLAN 
  
 STOCK OPTION AGREEMENT 
  
 1. Grant of Option. Interwoven, Inc. (the “Company”) hereby grants to Participant an option (this
“Option”) to purchase up to the total number of shares of Common Stock of the Company set forth in the Notice of Grant (collectively, the “Shares”) at the exercise price set forth in the Notice of
Grant (the “Exercise Price”), subject to all of the terms and conditions of the Notice of Grant, this Stock Option Agreement (the “Agreement”) and the 2003 Acquisition Plan (the
“Plan”). This Option is a Nonqualified Stock Option and is not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code. Capitalized terms not defined herein shall have the
meaning ascribed to them in the Plan. 
  
 2. Vesting;
Exercise Period. 
  
 2.1 Vesting of
Shares. The Option shall be exercisable as it vests, unless otherwise indicated in the Notice of Grant. Subject to the terms and conditions of the Plan and the Agreement, the Option shall vest and become exercisable as to portions of the Shares
pursuant to the vesting schedule specified in the Notice of Grant, provided that Participant has continuously provided services to the Company, or any Parent or Subsidiary of the Company, at all times during the relevant month. 
  
 2.2 Vesting of Options. Shares that are vested
pursuant to the vesting schedule set forth in the Notice of Grant are “Vested Shares.” Shares that are not vested pursuant to the schedule set forth in the Notice of Grant are “Unvested Shares.” 
  
 2.3 Expiration. The Option shall expire on the
expiration date set forth in the Notice of Grant, and must be exercised, if at all, on or before the earlier of the expiration date of the Option or the date on which the Option is earlier terminated in accordance with the provisions of Section 3
hereof. 
  
 3. Termination. 
  
 3.1 Termination for Any Reason Except Death, Disability or
Cause. If Participant is Terminated for any reason except Participant’s death, Disability or Cause, then the Option may be exercised by Participant only for Shares that are Vested Shares on the Termination Date and no later than three (3)
months after the Termination Date, but in any event no later than the expiration date. 
  
 3.2 Termination Because of Death or Disability. If Participant is Terminated because of death or Disability of Participant (or the
Participant dies within three (3) months after Termination other than for Cause or because of Disability), then the Option may be exercised by Participant (or Participant’s legal representative or authorized assignee as the case may be) only
for Shares that are Vested Shares on the Termination Date and no later than twelve (12) months after the Termination Date, but in any event no later than the expiration date. 
  
 3.3 Termination for Cause. If Participant is Terminated for Cause, the Option shall expire on the
Participant’s date of Termination. 
  
 3.4
No Obligation to Employ. Nothing in the Plan or this Agreement shall confer on Participant any right to continue in the employ of, or other relationship with, the Company or any Parent or Subsidiary of the Company, or limit in any way the
right of the Company or any Parent or Subsidiary of the Company to terminate Participant’s employment or other relationship at any time, with or without Cause. 







 4. Manner of Exercise. 
  
 4.1 Stock Option Exercise Agreement. To exercise the Option, Participant (or in the case of exercise
after Participant’s death, Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed stock option exercise agreement in the form attached hereto as Exhibit A, or in such
other form as may be approved by the Company from time to time (the “Exercise Agreement”), which shall set forth, inter alia, Participant’s election to exercise the Option, the number of shares being
purchased, any restrictions imposed on the Shares and any representations, warranties and agreements regarding Participant’s investment intent and access to information as may be required by the Company to comply with applicable securities
laws. If someone other than Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company that such person has the right to exercise the Option. 
  
 4.2 Limitations on Exercise. The Option may not be
exercised unless such exercise is in compliance with all applicable federal and state securities laws, as they are in effect on the date of exercise. 
  
 4.3 Payment. The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the Shares being purchased in
cash (including by check), or where permitted by law: 
  
 (a) by cancellation of indebtedness of the Company to the Participant; 
  
 (b) by surrender of shares of the Company’s Common Stock that either: (1) have been owned by Participant for more than six (6) months
and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by Participant in the open
public market; and (3) are clear of all liens, claims, encumbrances or security interests; 
  
 (c) by waiver of compensation due or accrued to Participant for services rendered; 
  
 (d) provided that a public market for the Company’s
stock exists: (1) through a “same day sale” commitment from Participant and a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD Dealer”) whereby Participant irrevocably
elects to exercise this Option and to sell a portion of the Shares so purchased to pay for the Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the exercise price directly to the Company;
or (2) through a “margin” commitment from Participant and an NASD Dealer whereby Participant irrevocably elects to exercise this Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a
loan from the NASD Dealer in the amount of the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or 
  
 (e) by any combination of the foregoing. 
  
 4.4 Tax Withholding. Prior to the issuance of the
Shares upon exercise of the Option, Participant must pay or provide for any applicable tax withholding obligations of the Company. If the Committee permits, Participant may provide for payment of withholding taxes upon exercise of the Option by
requesting that the Company retain Shares with a Fair Market Value equal to the minimum amount of taxes required to be withheld. In such case, the Company shall issue the net number of Shares to the Participant by deducting the Shares retained from
the Shares issuable upon exercise. 
  
 4.5
Issuance of Shares. Provided that the Exercise Agreement and payment are in form and substance satisfactory to counsel for the Company, the Company shall issue the Shares registered in the name of Participant, Participant’s authorized
assignee, or Participant’s legal representative, and shall deliver certificates representing the Shares with the appropriate legends affixed thereto. 
  
 5. Compliance with Laws and Regulations. The exercise of the Option and the issuance and transfer of Shares shall be subject to compliance
by the Company and Participant with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s Common Stock may be listed at the time of such issuance or
transfer. Participant understands 







 that the Company is under no obligation to register or qualify the Shares with the SEC, any state securities commission
or any stock exchange to effect such compliance. 
  
 6.
Nontransferability of Option. Except as otherwise set forth in the Plan, the Option shall not be transferred in any manner other than by will or by the laws of descent and distribution and may be exercised during the lifetime of
Participant only by Participant. The terms of the Option shall be binding upon the executors, administrators, successors and assigns of Participant. 
  
 7. Tax Consequences. Set forth below is a brief summary as of the date the Board adopted the Plan of some of the federal tax consequences of
exercise of the Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. PARTICIPANT SHOULD CONSULT A TAX ADVISOR BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES.

  
 7.1 Exercise of Nonqualified Stock
Option. As the Option does not qualify as an “incentive stock option,” as of the date of the Plan’s adoption federal income tax law provides that there will be a regular federal income tax liability upon the exercise of the
Option. Under this law Participant will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the fair market value of the Shares on the date of exercise over the Exercise Price. If
there is compensation income, then the Company may be required to withhold from Participant’s compensation or collect from Participant and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income at
the time of exercise. 
  
 7.3 Disposition of
Shares. The following tax consequences may apply upon disposition of the Shares. 
  
 a. Short-Term Capital Gain. If the Shares are held for no more than twelve (12) months after the date of the transfer of the Shares
pursuant to the exercise of the Option, any gain realized on disposition of the Shares will be treated as short-term capital gain. 
  
 b. Long-Term Capital Gain. If the Shares are held for more than twelve (12) months after the date of the transfer of the Shares
pursuant to the exercise of the Option, any gain realized on disposition of the Shares will be treated as long-term capital gain. 
  
 8. Privileges of Stock Ownership. Participant shall not have any of the rights of a stockholder with respect to any Shares until the Shares
are issued to Participant. 
  
 9. Interpretation.
Any dispute regarding the interpretation of this Agreement shall be submitted by Participant or the Company to the Committee for review. The Committee’s resolution of such a dispute shall be final and binding on the Company and Participant.

  
 10. Entire Agreement. The Plan is incorporated
herein by reference. This Agreement, the Notice of Grant, the Plan and the Exercise Agreement constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings
and agreements with respect to such subject matter. In the event of any conflict between the terms of the Plan and this Agreement or the Notice of Grant or Exercise Agreement, the terms of the Plan shall control. 
  
 11. Notices. Any notice required to be given or delivered to
the Company under the terms of this Agreement shall be in writing and addressed to the Corporate Secretary of the Company at its principal corporate offices. Any notice required to be given or delivered to Participant shall be in writing and
addressed to Participant at the address indicated above or to such other address as such party may designate in writing from time to time to the Company. All notices shall be deemed to have been given or delivered upon: personal delivery; three (3)
days after deposit in the United States mail by certified or registered mail (return receipt requested); one (1) business day after deposit with any return receipt express courier (prepaid); or one (1) business day after transmission by facsimile.

  

	12.	Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement shall be binding upon and inure to the benefit of the
successors and assigns of the Company. 








 Subject to the restrictions on transfer set forth herein, this Agreement shall be binding upon Participant and
Participant's heirs, executors, administrators, legal representatives, successors and assigns. 
  
 13. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California, without regard to that body of law pertaining to choice of law or
conflict of law. 







 EXHIBIT A 
  
 STOCK OPTION EXERCISE AGREEMENT 







 Exhibit A 
  
 INTERWOVEN, INC. 
 2003 ACQUISITION PLAN (the “Plan”) 
 STOCK
OPTION EXERCISE AGREEMENT 
  
 I hereby elect to purchase
the number of shares of Common Stock of Interwoven, Inc. (the “Company”) as set forth below: 
  

	 Participant                                    
                                        
                    
	 	Number of Shares
Purchased:                                      
          
	Social Security
Number:                                       
                                 	 	Purchase Price per
Share:                                       
                
		
	 Address:                                     
                                        
                       
	 	Aggregate Purchase
Price:                                       
              
	                                       
                                        
                      
	 	Date of Option
Agreement:                                      
              
	                                       
                                        
                      
  
 Type of Option: Nonqualified Stock Option
	 	 Exact Name of Title to
Shares:                                       
       
  
                                       
                                        
                    


  
 1. Delivery of Purchase Price.
Participant hereby delivers to the Company the Aggregate Purchase Price, to the extent permitted in the Stock Option Agreement (the “Option Agreement”) and Notice of Grant as follows (check as applicable and complete):

  

	 ̈	in cash (by check) in the amount of $                    , receipt of
which is acknowledged by the Company; 

  

	 ̈	by cancellation of indebtedness of the Company to Participant in the amount of
$                            ; 

  

	 ̈	by delivery of                          fully-paid,
nonassessable and vested shares of the Common Stock of the Company owned by Participant for at least six (6) months prior to the date hereof (and which have been paid for within the meaning of SEC Rule 144), or obtained by Participant in the open
public market, and owned free and clear of all liens, claims, encumbrances or security interests, valued at the current Fair Market Value of
$                     per share; 

  

	 ̈	by the waiver hereby of compensation due or accrued to Participant for services rendered in the amount of
$                    ; 

  

	 ̈	through a “same-day-sale” commitment, delivered herewith, from Participant and the NASD Dealer named therein, in the amount of
$                        ; or 

  

	 ̈	through a “margin” commitment, delivered herewith from Participant and the NASD Dealer named therein, in the amount of
$                        . 

  
 2. Tax Consequences. PARTICIPANT UNDERSTANDS THAT PARTICIPANT MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF
PARTICIPANT’S PURCHASE OR DISPOSITION OF THE SHARES. PARTICIPANT REPRESENTS THAT PARTICIPANT HAS CONSULTED WITH ANY TAX CONSULTANT(S) PARTICIPANT DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND THAT PARTICIPANT
IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE. 
  
 3. Entire
Agreement. The Plan, Notice of Grant and Option Agreement are incorporated herein by reference. This Exercise Agreement, the Plan, Notice of Grant and the Option Agreement constitute the entire agreement and understanding of the parties and
supersede in their entirety all prior understandings and agreements of the Company and Participant with respect to the subject matter hereof, and are governed by California law except for that body of law pertaining to choice of law or conflict of
law. In the event of any conflict between the terms of the Plan and this Agreement or the Notice of Grant or this Exercise Agreement, the terms of the Plan shall control. 
  

				
	Date:	 	 	 	 	 	 
	 	
	 	 	

	 	 	 	 	 	 	Signature of Participant

  







 Spousal Consent 
  
 I acknowledge that I have read the foregoing Stock Option Exercise Agreement (the “Agreement”) and
that I know its contents. I hereby consent to and approve all of the provisions of the Agreement, and agree that the shares of the Common Stock of Interwoven, Inc. purchased thereunder (the “Shares”) and any interest I may
have in such Shares are subject to all the provisions of the Agreement. I will take no action at any time to hinder operation of the Agreement on these Shares or any interest I may have in or to them. 
  

	 	 	 
				
	 	 	 	 	Date:	 	 
	 	
	 	 	

	 	 	Signature of Participant’s Spouse	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	
	 	 	 	 
	 	 	Spouse’s Name—Typed or Printed	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	
	 	 	 	 
	 	 	Participant’s Name—Typed or Printed