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EXHIBIT 10.06
 INTERWOVEN, INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
 
 1. Establishment of Plan. Company Plan Parent Corporation Subsidiary Code Participating Subsidiaries Board 1 provided 2
 
 1
    
    Adjusted to reflect (1) the automatic authorization of 228,864 additional shares of
Common Stock for issuance under this Plan pursuant to Section 1 of this Plan in January 2000
(based upon 22,886,494 shares of Common Stock issued and outstanding as of December 31, 1999);
(2) the 2-for-1 split of the Companys Common Stock, paid in the form of a dividend, effected
in July 2000 with respect to stockholders of record on June 22, 2000; (3) the 2-for-1 split of
the Companys Common Stock, paid in the form of a dividend, effected in December 2000 with
respect to stockholders of record on December 13, 2000; (4) the automatic authorization of
1,021,711 additional shares of Common Stock for issuance under this Plan pursuant to Section 1
of this Plan in January 2001 (based upon 102,171,132 shares of Common Stock issued and
outstanding as of December 31, 2000); (5) the automatic authorization of 1,044,744 additional
shares of Common Stock for issuance under this Plan pursuant to Section 1 of this Plan in
January 2002 (based upon 104,474,483 shares of Common Stock issued and outstanding as of
December 31, 2001); (6) the automatic authorization of 1,025,362 additional shares of Common
Stock for issuance under this Plan pursuant to Section 1 of this Plan in January 2003 (based
upon 102,536,200 shares of Common Stock issued and outstanding as of December 31, 2002); (7)
the 1-for-4 reverse split of the Companys Common Stock, effected November 18, 2003; (8) the
automatic authorization of 400,076 additional shares of Common Stock for issuance under this
Plan pursuant to Section 1 of this Plan in January 2004 (based upon 40,007,621 shares of
Common Stock issued and outstanding as of December 31, 2003); (9) the automatic authorization
of 410,867 additional shares of Common Stock for issuance under this Plan pursuant to Section
1 of this Plan in January 2005 (based upon 41,087,000 shares of Common Stock issued and
outstanding as of December 31, 2004); (10) the automatic authorization of 423,864 additional
shares of Common Stock for issuance under this Plan pursuant to Section 1 of this Plan in
January 2006 (based upon 42,386,485 shares of Common Stock issued and outstanding as of
December 31, 2005); and (11) the automatic authorization of 444,166 additional shares of
Common Stock for issuance under this Plan pursuant to Section 1 of this Plan in January 2007
(based upon 44,416,650 shares of Common Stock issued and outstanding as of December 31, 2006).2
    
    Adjusted to account for (1) the 2-for-1 split of the Companys Common Stock, paid in the
form of a dividend, effected in July 2000 with respect to stockholders of record on June
22, 2000; (2) the 2-for-1 split of the Companys Common Stock, paid in the form of a
dividend, effected in December 2000
with




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2. Purpose.
 3. Administration. Committee
 4. Eligibility.
 SEC Securities Act
    except for
 5. Offering Dates. Offering Period Purchase Period Offering Date Purchase Date
 6. Participation in this Plan. Treasury Department
 
  2




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7. Grant of Option on Enrollment. provided however
 8. Purchase Price.
  .
 Fair Market Value
 (a)
    
    if such Common Stock is then quoted on the Nasdaq National Market, its closing price on the
Nasdaq National Market on the Purchase Date as reported in The Wall Street Journal;(b)
    
    if such Common Stock is publicly traded and is then listed on a national
securities exchange, its closing price on the Purchase Date on the principal national
securities exchange on which the Common Stock is listed or admitted to trading as
reported in The Wall Street Journal; or(c)
    
    if such Common Stock is publicly traded but is not quoted on the Nasdaq National Market nor
listed or admitted to trading on a national securities exchange, the average of the closing bid and
asked prices on the Purchase Date as reported in The Wall Street Journal.
 Fair Market Value
 (a)
    
    if such Common Stock is then quoted on the Nasdaq National Market, its closing price on
the Nasdaq National Market on the business day immediately prior to the Offering Date as reported
in The Wall Street Journal;
 3




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(b)
    
    if such Common Stock is publicly traded and is then listed on a national
securities exchange, its closing price on the business day immediately prior
to the Offering Date on the principal national securities exchange on which
the Common Stock is listed or admitted to trading as reported in The Wall
Street Journal;(c)
    
    if such Common Stock is publicly traded but is not quoted on the Nasdaq
National Market nor listed or admitted to trading on a national securities
exchange, the average of the closing bid and asked prices on the business day
immediately prior to the Offering Date as reported in The Wall Street Journal;
or(d)
    
    if none of the foregoing is applicable, by the Board in good faith, which in
the case of the First Offering Date will be the price per share at which
shares of the Companys Common Stock are initially offered for sale to the
public by the Companys underwriters in the initial public offering of the
Companys Common Stock pursuant to a registration statement filed with the SEC
under the Securities Act.
 9. Payment Of Purchase Price; Changes In Payroll Deductions; Issuance Of Shares.
 provided however
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10. Limitations on Shares to be Purchased.
   Maximum Share Amount ).
   5




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11. Withdrawal.
   12. Termination of Employment. provided
 13. Return of Payroll Deductions.
 14. Capital Changes. Reserves provided however ,
  6




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15. Nonassignability.
 16. Reports.
 17. Notice of Disposition. Notice Period
 18. No Rights to Continued Employment.
 19. Equal Rights And Privileges.
 20. Notices.
 21. Term; Stockholder Approval.
 22. Designation of Beneficiary.
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23. Conditions Upon Issuance of Shares; Limitation on Sale of Shares.
 24. Applicable Law.
 25. Amendment or Termination of this Plan.
    8