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Exhibit 10.22
 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT
    
    ***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
 INTERWOVEN, INC.
2006 EXECUTIVE OFFICER INCENTIVE BONUS PLAN
  1.
    
    DEFINITIONS AND CONSTRUCTION.
 Definitions .
 Actual Non-GAAP Operating Income
 Plan Operating Income Target Exhibit A
 Actual Revenues 
  Annual Bonus 
 Bonus Period




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Committee 
 Financial Statements
 MBO
 Participant
 Plan Revenue Target Exhibit
B
  Quarterly Bonus 
 Target Bonus Exhibit C
 2.
    
    ADMINISTRATION.
  3.
    
    ELIGIBILITY.
  2




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4.
    
    COMPANY PERFORMANCE BONUS AND PAYMENT.
  Quarterly Bonuses .
     Annual Bonus .
 3




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Applicable Bonus Percentage .
   If Actual Revenues Are:
    
    The Applicable Bonus Percentage Is:Less than 90% of the Plan Revenue Target
    
    0%90% of the Plan Revenue Target
    
    60%90% to 95% of the Plan Revenue Target
    
    60% plus 2% for each 1% by which
Actual Revenues exceed 90% of the
Plan Revenue Target.
 4




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96% to 100% of the Plan Revenue Target
    
    70% plus 6% for each 1% by which
Actual Revenues exceed 95% of the
Plan Revenue Target.101% to 105% of the Plan Revenue Target
    
    100% plus 2% for each 1% by which
Actual Revenues exceed 100% of
the Plan Revenue Target.106% to 110% of the Plan Revenue Target
    
    110% plus 5% for each 1% by which
Actual Revenues exceed 105% of
the Plan Revenue Target.110% or greater of the Plan Revenue Target
    
    135% plus 7.5% for each 1% by
which Actual Revenues exceed 110%
of the Plan Revenue Target, up to
300%. In no event will the
Revenue Achievement Percentage
exceed 300%.
  If Actual Non-GAAP Operating Income is:
    
    The Applicable Bonus Percentage Is:Greater than $1 million below
the Plan Operating Income
Target.
    
    0%At $1 million below the Plan
Operating Income Target.
    
    60%$1 million below to $500,000
below the Plan Operating
Income Target.
    
    60% plus 3% for each full $100,000 increment
by which Actual Non-GAAP Operating Income
exceed $1 million below the Plan Operating
Income Target.$500,000 below to the Plan
Operating Income Target.
    
    75% plus 5% for each full $100,000 increment
by which Actual Non-GAAP Operating Income
exceed $500,000 below the Plan Operating
Income Target.At Plan Operating Income
Target plus each full
increment of $100,000 in
excess of Operating Income
Target up to $500,000 above
plan.
    
    100% plus 1% for each $100,000 full increment
by which Actual Non-GAAP Operating Income
exceed 100% the Plan Operating Income Target.At $500,000 above Plan
Operating Income Target plus
each full increment of
$100,000 in excess of
Operating Income Target up to
$1 million above plan.
    
    105% plus 2% for each $100,000 full increment
by which Actual Non-GAAP Operating Income
exceed $500,000 above the Plan Operating
Income Target.
 5




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At $1 million or greater above
Plan Operating Income Target
plus each full increment of
$100,000 in excess of
Operating Income Target.
    
    115% plus 4% for each $100,000 full increment
by which Actual Non-GAAP Operating Income
exceed $1 million above the Plan Operating
Income Target, up to 300%. In no event will
the Operating Income Achievement Percentage
exceed 300%.
   5.
    
    MBO BONUS AND PAYMENT.
  6.
    
    AMENDMENT OF PLAN.
  7.
    
    MISCELLANEOUS.
 No Assignment .
 Successors .
 No Employment Agreement .
 6




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Arbitration .
 Governing Law .
 Entire Agreement.
  7




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Exhibit A
 Non-GAAP Operating Income Targets for 2006
 Non-GAAPOperatingPeriod
    
    Income TargetQuarter ended March 31, 2006
    
    $
    [***]Quarter ended June 30, 2006
    
    
    [***]Quarter ended September 30, 2006
    
    
    [***]Quarter ended December 31, 2006
    
    
    [***]Year ended December 31, 2006
    
    $
    [***]
 
 ***
    
    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 8




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Exhibit B
 Plan Revenue Targets for 2006
 Period
    
    Plan Revenue Target(in millions)Quarter ended March 31, 2006
    
    $
    [***]Quarter ended June 30, 2006
    
    
    [***]Quarter ended September 30, 2006
    
    
    [***]Quarter ended December 31, 2006
    
    
    [***]Year ended December 31, 2006
    
    $
    [***]
 
 ***
    
    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 9




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Exhibit C
 Target Bonuses for 2006*
 CompanyPerformance
    
    MBOTarget
    
    Target
    
    Target
    
    CommissionParticipant
    
    Bonus
    
    Bonus
    
    Bonus
    
    PlanJohn E.
Calonico, Jr.
    
    $
    125,000
    
    
    $
    100,000
    
    
    $
    25,000
    
    
    $
    Scipio M. Carnecchia(1)
    
    
    TBD
    
    
    $
    
    
    
    $
    
    
    
    
    TBDSteven J. Martello(2)
    
    $
    200,000
    
    
    $
    25,000
    
    
    $
    25,000
    
    
    $
    150,000David Nelson-Gal
    
    $
    103,000
    
    
    $
    73,000
    
    
    $
    30,000
    
    
    $
    
 
 (1)
    
    Mr. Carnecchias Target Bonus is based on a separate Sales Compensation Plan.(2)
    
    Of Mr. Martellos Target, $25,000 is based on Company Performance as defined in Section
4 above, $25,000 is based on MBO as defined in Section 5 above and $150,000 is based on a
separate Sales Compensation Plan.  10




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