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EXHIBIT 10.20
  INTERWOVEN, INC.
2007 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
 Committee 
 Financial Statements




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MBO
 Participant
 Plan Revenue Target Exhibit B
  Quarterly Bonus 
 Target Bonus Exhibit C
 2. ADMINISTRATION .
  3. ELIGIBILITY .
  4. COMPANY PERFORMANCE BONUS AND PAYMENT .
  Quarterly Bonus .
 2




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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%91% to 95% of the Plan Revenue
Target
    
    60% plus 2% for each 1% by which
Actual Revenues exceed 90% of the Plan
Revenue Target.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 102% of the Plan Revenue
Target
    
    100%103% to 105% of the Plan Revenue
Target
    
    100% plus 3% for each 1% by which
Actual Revenues exceed 102% 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%.
 4




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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 Plan 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 Plan 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.At $1 million or greater above Plan
Operating Income Target plus each full
increment of $100,000 in excess of
Plan 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




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5. MBO BONUS AND PAYMENT .
  6. AMENDMENT OF PLAN .
  7. MISCELLANEOUS .
 No Assignment .
 Successors .
 No Employment Agreement .
 Arbitration .
 Governing Law .
 Entire Agreement .
  6




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Exhibit A
 Non-GAAP Operating Income Targets for 2007
 Plan OperatingPeriod
    
    Income TargetQuarter ended March 31, 2007
    
    $
    [***]Quarter ended June 30, 2007
    
    
    [***]Quarter ended September 30, 2007
    
    
    [***]Quarter ended December 31, 2007
    
    
    [***]Year ended December 31, 2007
    
    $
    [***]
 Exhibit B
 Plan Revenue Targets for 2007
 Period
    
    Plan Revenue Target(in millions)Quarter ended March 31, 2007
    
    $
    [***]Quarter ended June 30, 2007
    
    
    [***]Quarter ended September 30, 2007
    
    
    [***]Quarter ended December 31, 2007
    
    
    [***]Year ended December 31, 2007
    
    $
    [***]
  8




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Exhibit C
 Target Bonuses for 2007
 CompanyPerformance
    
    MBOTarget
    
    Target
    
    Target
    
    CommissionParticipant
    
    Bonus
    
    Bonus
    
    Bonus
    
    PlanJohn Calonico
    
    $
    138,000
    
    
    $
    100,000
    
    
    $
    38,000
    
    
    $
    Max Carnecchia (1)
    
    $
    275,000
    
    
    $
    
    
    
    $
    
    
    
    $
    275,000Ben Kiker
    
    $
    110,000
    
    
    $
    80,000
    
    
    $
    30,000
    
    
    $
    Steve Martello (2)
    
    $
    200,000
    
    
    $
    
    
    
    $
    40,000
    
    
    $
    160,000Rafiq Mohammadi
    
    $
    116,000
    
    
    $
    84,000
    
    
    $
    32,000
    
    
    $
    David Nelson-Gal
    
    $
    108,000
    
    
    $
    76,000
    
    
    $
    32,000
    
    
    $
    
 
 (1)
    
    Mr. Carnecchias Target Bonus is based on a separate Sales Compensation Plan.(2)
    
    Of Mr. Martellos Target Bonus, $40,000 based on specific MBO objectives and $160,000 is
based on a separate Sales Compensation Plan. 9