**EXHIBIT 10.22**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT**2007 Compensation Plan**   **To:** **Steven J. Martello**  Senior Vice President of Client Services **Effective dates:** January 1, 2007 toDecember 31, 2007This document outlines your individual compensation package (“Compensation Plan”) for calendar year2007 including the at-risk components determined under the Sales Compensation Plan below and the2007 Executive Officer Bonus Plan. Compensation Plan details and policies can be found in theInterwoven 2007 Sales Compensation Plan and 2007 Executive Officer Bonus Plan documents, which willbe provided at your request.All other terms and conditions of your employment are governed by your offer letter and Interwovenpolicy.In your role, you are responsible for the Interwoven’s worldwide services 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 Sales Compensation Plan and the 2007 ExecutiveOfficer Bonus Plan outline the guidelines under which you will be paid your Incentive Paycomponent.Your on-target earnings for 2007 are $450,000.00. Your on-target earnings are composed of thefollowing: **•** 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 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 following Incentive Pay plans. These Incentive Payplans do not guarantee you a level of income.      **Sales Compensation Plan**Of your on-target Incentive Pay, $120,000.00 will be related to commissions for ProfessionalServices Revenues and $40,000.00 will be related to commissions for Software License Bookings.Commissions on revenue from maintenance, consulting and education services (collectively“Professional Services Revenues”) be paid at the rates stated below and will be earned uponrecognition of revenue for those services by Interwoven in accordance with generally accepted
 

 
accounting principles and Interwoven’s revenue recognition policy. ProfessionalServices Revenues are subject to reduction for any returns, realization adjustments oruncollectible accounts. Software License Bookings will be paid at the rates stated below.For Software License Bookings, credit will be received for the amount of revenue that can berecognized in accordance with Interwoven’s revenue recognition policy. If the recognition ofrevenue extends beyond the end of the then current quarter, bookings credit will be received inthe quarter when the revenue is recognized. Such amounts are subject to reduction forcarve-outs, any returns, or uncollectible accounts as outlined in the Interwoven 2007 SalesCompensation Plan.The following commission rates will be applied to Professional Services Revenues for purposes ofcomputing quarterly commissions due for 2007:         **Quarterly** **Professional Services** **License Bookings****Quota Attainment** **Commission Rates** **Commission Rates**         Less than 96%  [***]%  [***]%96% to 97%  [***]%  [***]%98% to 99%  [***]%  [***]%100%  [***]%  [***]%101% to 103%  [***]%  [***]%104% to 106%  [***]%  [***]%107% to 110%  [***]%  [***]%Greater than 110%  [***]%  [***]%All quota achievement percentages will be rounded to the next whole number (>= 0.5 will berounded up and < 0.5 will be rounded down).Additionally, the commission rates above for Professional Services Revenues will be multipliedby the following adjustment factors based on the Direct Margin Percentage of the combinedMaintenance, Consulting and Education organizations achieved in a quarterly period:     **Direct** **Adjustment****Margin Percentage** **Factor**>3% below target  [***]%3% below target  [***]%2% below target  [***]%1% below target  [***]%At target  [***]%1% above target  [***]%2% above target  [***]%3% above target  [***]%4% above target  [***]%>4% above target  [***]%Direct Margin Percentage is defined as recognized Professional Services Revenue less the directexpenses to acquire and provide the maintenance, consulting and educational services.
 

 
Your quota for the period January 1, 2007 to December 31, 2007 is $[***] for ProfessionalServices Revenues and $[***] for Software License Bookings as follows:     **Professional** **Software****Services Revenues** **License Bookings**$[***] for Q1 2007 $[***] for Q1 2007$[***] for Q2 2007 $[***] for Q2 2007$[***] for Q3 2007 $[***] for Q3 2007$[***] for Q4 2007 $[***] for Q4 2007Your 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 Professional Services Revenues for the first quarter of 2007 were $[***](an achievement of 101% of quota) and the direct gross margin was [***]%, your commission duewould be computed as follows:     (($[***] times [***]%) times [***]% margin adjustment factor) or $[***].Further, if Software License Bookings for the first quarter of 2007 were $[***] (an achievementof 100% of quota), your commission due would be computed as follows:     ($[***] times [***]%) or $[***].**2007 Executive Officer Bonus Plan**Of your on-target Incentive Pay, $40,000.00 will be related to amounts due under the 2007Executive Officer Bonus Plan and calculated in accordance with that plan. Such amounts may beallocated to MBO objectives.Please acknowledge your acceptance with this Compensation Plan by signing below. Have a great 2007!       Read and accepted:   Signed:         /s/ Steven J. Martello Steven J. Martello   /s/ Joseph L. Cowan Joseph L. Cowan   Senior Vice President of Worldwide Services   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.