exv10w22



 





EXHIBIT 10.22




CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT




2007 Compensation Plan




	 	 	 
	To:

	 	Steven J. Martello
	 

	 	Senior Vice President of Client Services
	 
	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 determined under the Sales Compensation Plan below and the
2007 Executive Officer Bonus Plan. Compensation Plan details and policies can be found in the
Interwoven 2007 Sales Compensation Plan and 2007 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 the 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 2007 Executive
Officer Bonus Plan outline the guidelines under which you will be paid your Incentive Pay
component.



Your on-target earnings for 2007 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.




      Sales Compensation Plan





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




Commissions on revenue from maintenance, consulting and education services (collectively
“Professional Services Revenues”) 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 are subject to reduction for any returns, realization adjustments or
uncollectible accounts. Software License Bookings will be paid at the rates stated below.



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.



The following commission rates will be applied to Professional Services Revenues for purposes of
computing quarterly commissions due for 2007:




	 	 	 	 	 	 	 	 	 
	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
	 	 	[***]	%
	3% below target
	 	 	[***]	%
	2% below target
	 	 	[***]	%
	1% below target
	 	 	[***]	%
	At target
	 	 	[***]	%
	1% above target
	 	 	[***]	%
	2% above target
	 	 	[***]	%
	3% above target
	 	 	[***]	%
	4% above target
	 	 	[***]	%
	>4% above target
	 	 	[***]	%





Direct Margin Percentage is defined as recognized Professional Services Revenue less the direct
expenses to acquire and provide the maintenance, consulting and educational services.




 









 







Your quota for the period January 1, 2007 to December 31, 2007 is $[***] for Professional
Services Revenues and $[***] for Software License Bookings as follows:




	 	 	 	 	 
	Professional	 	Software
	Services Revenues	 	License Bookings
	$[***] for Q1 2007
	 	$[***] for Q1 2007
	$[***] for Q2 2007
	 	$[***] for Q2 2007
	$[***] for Q3 2007
	 	$[***] for Q3 2007
	$[***] for Q4 2007
	 	$[***] for Q4 2007





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 Professional Services Revenues for the first quarter of 2007 were $[***]
(an achievement of 101% of quota) and the direct gross margin was [***]%, your commission due
would be computed as follows:




     (($[***] times [***]%) times [***]% margin adjustment factor) or $[***].


Further, if Software License Bookings for the first quarter of 2007 were $[***] (an achievement
of 100% of quota), your commission due would be computed as follows:




     ($[***] times [***]%) or $[***].



2007 Executive Officer Bonus Plan



Of your on-target Incentive Pay, $40,000.00 will be related to amounts due under the 2007
Executive Officer Bonus Plan and calculated in accordance with that plan. Such amounts may be
allocated to MBO objectives.



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




	 	 	 	 	 	 	 
	Read and accepted:

	 	 
	 	Signed:
	 	 
	 
	 	 	 	 	 	 
	/s/ Steven J. Martello
 

Steven J. Martello

	 	 	 	/s/ Joseph L. Cowan
 

Joseph L. Cowan
	 	  
	Senior Vice President of Worldwide Services

	 	 	 	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.