exv10w21



 





EXHIBIT 10.21




CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT




2007 Compensation Plan




	 	 	 
	To:

	 	Scipio M. Carnecchia
	 

	 	President
	 
	 	 
	Effective dates:

	 	January 1, 2007 to
December 31, 2007





This document outlines your individual compensation package (“Compensation Plan”) for calendar year
2007 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 and
applicable Interwoven policy.



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 2007 Sales Compensation Plan outlines the
guidelines under which you will be paid your Incentive Pay component.



Your on-target earnings for calendar year 2007 are $600,000.00. Your on-target earnings are
composed of the following:





	 	•	 	Annual Base Salary of $300,000.00.
	 
	 	•	 	On-target Incentive Pay of $300,000.00:






	 	•	 	$275,000.00 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 process outlined below. 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, $275,000.00 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
	>2% below target

	 	[***]%
	2% below target

	 	[***]%
	1% below target to 2% above target

	 	[***]%
	3% above target to 5% above target

	 	[***]%
	>5% 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, 2007 to December 31, 2007 is $[***] for Software License
booking and $[***] for Professional Services revenue as follows:




	 	 	 
	Software	 	Professional
	License Bookings	 	Services Revenues
	$[***] for Q1 2007

	 	$[***] for Q1 2007
	$[***] for Q2 2007

	 	$[***] for Q2 2007
	$[***] for Q3 2007

	 	$[***] for Q3 2007
	$[***] for Q4 2007

	 	$[***] for Q4 2007





As outlined in the 2007 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 2007 Sales
Compensation Plan.



Your Direct Margin Percentage targets for the period January 1, 2007 to December 31, 2007 are as
follows:





	 	•	 	[***]% for first quarter of 2007
	 
	 	•	 	[***]% for the second quarter of 2007
	 
	 	•	 	[***]% for the third quarter of 2007
	 
	 	•	 	[***]% for the fourth quarter of 2007




By way of example, if Software License bookings for the first quarter of 2007 was $[***] and
Professional Services revenue for the first quarter was $[***] (achievement of 100% 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 [***]%)) equals $[***].




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




Direct margin adjustment factor — (($[***] plus $[***]) times [***]% equals $[***].




Total earned equals $[***].


Please acknowledge your acceptance with this Compensation Plan by signing below. Have a great 2007!




	 	 	 	 	 	 	 
	Read and accepted:

	 	 	 	Signed:	 	 
	 
	 	 	 	 	 	 
	/s/ Scipio M. Carnecchia

	 	 	 	/s/ Joseph L. Cowan	 	 
	 

Scipio M. Carnecchia

	 	 
	 	 

Joseph L. Cowan
	 	 
	President

	 	 	 	Chief Executive Officer	 	 
	Interwoven, Inc.

	 	 	 	Interwoven, Inc.	 	 





***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.