**Exhibit 10.23**   CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT ***Confidential treatment has beenrequested with respect to theinformation contained within the"[***]” markings. Such markedportions have been omitted from thisfiling and have been filed separatelywith the Securities and ExchangeCommission**2006 Compensation Plan**   **To:** **Steven J. Martello**  Senior Vice President of Client Services   **Effective dates:** January 1, 2006 to December 31, 2006This document outlines your compensation package (“Compensation Plan”) for calendaryear 2006 including the at-risk components determined under the Sales CompensationPlan below and the 2006 Executive Officer Bonus Plan. Compensation Plan details andpolicies can be found in the Interwoven 2006 Sales Compensation Plan and 2006Executive 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.In your role, you are responsible for the Interwoven’s worldwide servicesorganization. Interwoven reserves the right to change your responsibilities from timeto 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 anat-risk component of your overall compensation package. The Sales Compensation Planand the 2006 Executive Officer Bonus Plan outline the guidelines under which you willbe paid your Incentive Pay component.Your on-target earnings for 2006 are $450,000.00. Your on-target earnings arecomposed 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 requiredwithholdings and other voluntary deductions you authorize Interwoven to make on yourbehalf.**BASE SALARY**Your annual Base Salary will be paid to you ratably over the year in accordance withInterwoven’s standard payroll practices.
 

 
**INCENTIVE PAY**Your Incentive Pay will be calculated under the following Incentive Pay plans. TheseIncentive Pay plans do not guarantee you a level of income.**Sales Compensation Plan**Of your on-target Incentive Pay, $150,000.00 will be related to commission underthe Sales Compensation Plan. Commissions on revenue from maintenance, consultingand education services (collectively “Professional Services Revenues”) will bepaid at the rates stated below and will be earned upon recognition of revenue forthose services by Interwoven in accordance with generally accepted accountingprinciples and Interwoven’s revenue recognition policy.The following commission rates will be applied to Professional Services Revenuesfor purposes of computing quarterly commissions due for 2006:      **Quarterly**  **Commission** **Quota Attainment**  **Rates** 0% to 95%   [***]%96% to 97%   [***]%98% to 99%   [***]%100%   [***]%101% to 103%   [***]%104% to 106%   [***]%107% to 110%   [***]%Over 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 will be multiplied by the followingadjustment factors based on the Direct Margin Percentage of the combinedMaintenance, Consulting and Education organizations achieved in a quarterlyperiod:      **Direct**  **Adjustment** **Margin Percentage**  **Factor** >2% below target   25%2% below target   50%1% below target   75%At target   100%1% above target   125%2% above target   150%3% above target   175%>3% above target   200%Direct Margin Percentage is defined as recognized Professional Services Revenuesless the direct expenses to acquire and provide the maintenance, consulting andeducational services.
 

 
Your quota for the period January 1, 2006 to December 31, 2006 is $[***] inProfessional Services Revenues. **•** $[***] for first quarter of 2006  **•** $[***] for the second quarter of 2006  **•** $[***] for the third quarter of 2006  **•** $[***] for the fourth quarter of 2006Professional Services Revenues are computed in accordance with generally acceptedaccounting principles and Interwoven’s revenue recognition policy. ProfessionalServices Revenues are subject to reduction for any returns, realizationadjustments or uncollectible accounts.Your Direct Margin Percentage targets for the period January 1, 2006 to December31, 2006 are as follows: **•** [***]% for first quarter of 2006  **•** [***]% for the second quarter of 2006  **•** [***]% for the third quarter of 2006  **•** [***]% for the fourth quarter of 2006By way of example, if Professional Services Revenues for the first quarter of 2006were $[***] (an achievement of 101% of quota) and the direct gross margin was[***]%, your commission due would be computed as follows:(($[***] times [***]%) times 125% margin adjustment factor) or $[***].**2006 Executive Officer Bonus Plan**Of your on-target Incentive Pay, $50,000.00 will be related to amounts due underthe 2006 Executive Officer Bonus Plan and calculated in accordance with that plan.Such amounts may be allocated to Company Performance and MBO objectives.Please acknowledge you acceptance with this Compensation Plan by signing below. Have a great 2006!   Read and accepted: Signed:   /s/ Steven J. Martello /s/ John E. Calonico, Jr.   Steven J. Martello John E. Calonico, Jr.Senior Vice President of Worldwide Services Chief Financial OfficerInterwoven, Inc. Interwoven, Inc.***Confidential treatment has been requested with respect to theinformation contained within the “[***]” markings. Such marked portions havebeen omitted from this filing and have been filed separately with theSecurities and Exchange Commission