**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 toDecember 31, 2007This document outlines your individual compensation package (“Compensation Plan”) for calendar year2007 including the at-risk components (“Incentive Pay”) determined under the Sales CompensationPlan. All other terms and conditions of your employment are governed by your offer letter andapplicable Interwoven policy.In your role, you are responsible for the Interwoven’s worldwide sales organization. Interwovenreserves the right to change your responsibilities from time to time and modify your CompensationPlan 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-riskcomponent of your overall compensation package. The 2007 Sales Compensation Plan outlines theguidelines 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 arecomposed 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 yourcommissions earned for Software License bookings and Professional Services revenue.From your actual earnings, we will subtract payroll deductions, all required withholdings and othervoluntary 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’sstandard payroll practices.**INCENTIVE PAY**Your Incentive Pay will be calculated under the process outlined below. Please be aware, thisIncentive 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 Licensebookings 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 planobjectives for Software License bookings. Customer support and maintenance is not included inthe measurement of Software License bookings. Commissions on Professional Services relate toassisting the Professional Services Organization in achieving the Company’s business planobjectives for revenue from consulting and education services (collectively “ProfessionalServices”).Commissions will be earned upon recognition of bookings for Software License and revenue forProfessional 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: greaterthan 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 factorbased on the Direct Margin Percentage achieved by the Sales organization on Software Licensebookings 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 Servicesrevenue less the cost of license revenues and the direct expenses incurred by the worldwidesales organization to acquire that revenue.
 

 
Your quota for the period January 1, 2007 to December 31, 2007 is $[***] for Software Licensebooking 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 2007As outlined in the 2007 Sales Compensation Plan, Software License bookings and ProfessionalServices revenue are computed in accordance with generally accepted accounting principles (asdetermined by the Company’s Finance Department and the Audit Committee of the Board ofDirectors). For Software License bookings, credit will be received for the amount of revenuethat can be recognized in accordance with Interwoven’s revenue recognition policy. If therecognition of revenue extends beyond the end of the then current quarter, bookings credit willbe received in the quarter when the revenue is recognized. Such amounts are subject to reductionfor carve-outs, any returns, or uncollectible accounts as outlined in the Interwoven 2007 SalesCompensation Plan.Your Direct Margin Percentage targets for the period January 1, 2007 to December 31, 2007 are asfollows: **•** [***]% for first quarter of 2007  **•** [***]% for the second quarter of 2007  **•** [***]% for the third quarter of 2007  **•** [***]% for the fourth quarter of 2007By way of example, if Software License bookings for the first quarter of 2007 was $[***] andProfessional Services revenue for the first quarter was $[***] (achievement of 100% of quota forboth Software License and Professional Services revenue) and the direct gross margin was [***]%,your commission due would be computed as follows:Software License bookings — (($[***] 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 filedseparately with the Securities and Exchange Commission.