**Exhibit 10.21**COMPENSATORY ARRANGEMENTS WITH EXECUTIVE OFFICERS     The current compensatory arrangements of each of the four most highly compensated executiveofficers other than Martin W. Brauns who were serving as executive officers of Interwoven, Inc.(the “Company”) at December 31, 2005 are described below.     John E. Calonico, Jr., Senior Vice President and Chief Financial Officer. Mr. Calonico’s 2006base salary is $255,000 and his 2006 on-target incentive pay is $125,000. All of his incentive payis determined under the 2006 Executive Officer Incentive Bonus Plan. In addition, Mr. Calonicoholds stock options that will immediately vest as to 50% of the number of any unvested sharessubject to such options in connection with a change in control of the Company that involves thetermination (without cause) or constructive termination of his employment within 12 monthsfollowing the change in control. As of December 31, 2005, 13,542 unvested shares, with a weightedaverage exercise price of approximately $11.42 per share, were subject to stock options containingthese 50% acceleration benefits. Mr. Calonico’s employment is “at will” and may be terminated atany time, with or without formal cause.     Scipio M. Carnecchia, Interim President and Senior Vice President of Worldwide Sales. Mr.Carnecchia’s 2006 base salary is $200,000 and his 2006 on-target incentive pay has not beendetermined. The amount of incentive pay that Mr. Carnecchia may be paid consists of commissionsfor software license bookings and professional services revenue. Those commissions are earned andpaid quarterly upon attainment of quarterly goals for software license bookings and professionalservices revenue, and quarterly goals for that revenue less the cost of the sales organization toattain that revenue. In addition, Mr. Carnecchia holds stock options that will immediately vest asto 50% of the number of any unvested shares subject to such options in connection with a change incontrol of the Company that involves the termination of his employment without cause. As ofDecember 31, 2005, 68,973 unvested shares, with a weighted average exercise price of approximately$10.83 per share, were subject to stock options containing this benefit. Mr. Carnecchia’semployment is “at will” and may be terminated at any time, with or without formal cause.     Steven J. Martello, Senior Vice President of Client Services. Mr. Martello’s 2006 base salaryis $250,000 and his 2006 on-target incentive pay is $200,000. Of this incentive pay, $50,000 isdetermined under the 2006 Executive Officer Incentive Bonus Plan; the balance consists ofcommissions on revenue from professional services revenue. Those commissions are earned and paidquarterly upon attainment of quarterly goals for professional services revenue, and quarterly goalsfor that revenue less the cost to provide the professional services. In addition, Mr. Martelloholds stock options that will immediately vest as to 50% of the number of any unvested sharessubject to such options in connection with a change in control of the Company that involves thetermination of his employment without cause. As of December 31, 2005, 94,930 unvested shares, witha weighted average exercise price of approximately $10.65 per share, were subject to stock optionscontaining this benefit. Mr. Martello’s employment is “at will” and may be terminated at any time,with or without formal cause.
 

 
     David Nelson-Gal, Senior Vice President of Engineering. Mr. Nelson-Gal’s 2006 basesalary is $250,000 and his 2006 on-target incentive pay is $103,000. All of his incentive pay isdetermined under the 2006 Executive Officer Incentive Bonus Plan. Mr. Nelson-Gal’s employment is“at will” and may be terminated at any time, with or without formal cause.     All of these officers are eligible to participate in the Company’s various benefit plans,including its medical, dental and vision benefit plans and its 401(k) plan.