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Exhibit 10.13
   
 
 
 
  [ ]
  Interwoven, Inc.
    
    DateOptionee Name
    
    Date




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INTERWOVEN, INC.
 2003 ACQUISITION PLAN
 STOCK OPTION AGREEMENT
 1. Grant of Option Company Option Shares Exercise Price Agreement Plan
 2. Vesting; Exercise Period
 Vesting of Shares
 Vesting of Options
 Expiration
 3. Termination
 Termination for Any Reason Except Death, Disability or Cause
 Termination Because of Death or Disability
 Termination for Cause
 No Obligation to Employ




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4. Manner of Exercise .
 Stock Option Exercise Agreement Exhibit A Exercise Agreement inter alia
 Limitations on Exercise
 Payment
 (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.
 Tax Withholding
 Issuance of Shares
 5. Compliance with Laws and Regulations .




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6. Nontransferability of Option .
 7. Tax Consequences .
 Exercise of Nonqualified Stock Option
 Disposition of Shares
 Short-Term Capital Gain
 Long-Term Capital Gain
 8. Privileges of Stock Ownership .
 9. Interpretation .
 10. Entire Agreement .
 11. Notices .
 12. Successors and Assigns .




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13. Governing Law .




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EXHIBIT A
 STOCK OPTION EXERCISE AGREEMENT




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Exhibit A
 INTERWOVEN, INC.
2003 ACQUSITION PLAN (the Plan )  STOCK OPTION EXERCISE AGREEMENT
 Company
 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 Option
Agreement
 [  ]
    
    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
 Date:Signature of Participant




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Spousal Consent
 Agreement Shares
 Date:Signature of Participants SpouseSpouses Name  Typed or PrintedParticipants Name  Typed or Printed