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Exhibit 10.05
 
 
 
 
 
  [ ]
  Interwoven, Inc.
    
    DateOptionee Name
    
    Date




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INTERWOVEN, INC.
 1999 EQUITY INCENTIVE PLAN
 STOCK OPTION AGREEMENT
 1. Grant of Option Company Option Shares Exercise Price Agreement Plan ISO Code
 2. Vesting; Exercise Period
 Vesting of Shares
 Vesting of Options
 Expiration
 3. Termination
 Termination for Any Reason Except Death, Disability or Cause
 2




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Termination Because of Death or Disability
 Termination for Cause
 No Obligation to Employ
 4. Manner of Exercise .
 Stock Option Exercise Agreement Exhibit A Exercise Agreement inter alia
 Limitations on Exercise
 Payment
 (a)
    
    by cancellation of indebtedness of the Company to the Optionee;(b)
    
    by surrender of shares of the Companys Common Stock that either: (1) have been
owned by Optionee for more than six (6) months and have been paid for within the meaning
of SEC Rule 144 (and, if such shares were purchased from the Company by use of a
promissory note, such note has been fully paid with respect to such
 3




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and
 (c)
    
    by waiver of compensation due or accrued to Optionee for services rendered;(d)
    
    provided that a public market for the Companys stock exists: (1) through a
same day sale commitment from Optionee and a broker-dealer that is a member of the
National Association of Securities Dealers (an NASD Dealer) whereby Optionee
irrevocably elects to exercise this Option and to sell a portion of the Shares so
purchased to pay for the Exercise Price and whereby the NASD Dealer irrevocably commits
upon receipt of such Shares to forward the exercise price directly to the Company;
or (2) through a margin commitment from Optionee and an NASD Dealer whereby
Optionee irrevocably elects to exercise this Option and to pledge the Shares so
purchased to the NASD Dealer in a margin account as security for a loan from the NASD
Dealer in the amount of the Exercise Price, and whereby the NASD Dealer irrevocably
commits upon receipt of such Shares to forward the Exercise Price directly to the
Company; or(e)
    
    by any combination of the foregoing.
 Tax Withholding
 Issuance of Shares
 5. Notice of Disqualifying Disposition of ISO Shares .
 6. Compliance with Laws and Regulations .
 4




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7. Nontransferability of Option .
 8. Tax Consequences .
 Exercise of Incentive Stock Option
 Exercise of Nonqualified Stock Option
 Disposition of Shares
 Incentive Stock Options
 Nonqualified Stock Options
 Withholding
 5




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9. Privileges of Stock Ownership .
 10. Interpretation .
 11. Entire Agreement .
 12. Notices .
 13. Successors and Assigns .
 14. Governing Law .
 6




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EXHIBIT A
 STOCK OPTION EXERCISE AGREEMENT




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Exhibit A
 INTERWOVEN, INC.
1999 EQUITY INCENTIVE PLAN (the Plan )  STOCK OPTION EXERCISE AGREEMENT
 Company
  OptioneeSocial Security NumberAddress:Type of Option:
    
    [  ]  Incentive Stock Option[  ]  Nonqualified Stock Option
 Number of Shares Purchased:Purchase Price per Share:Aggregate Purchase Price:Date of Option Agreement:Exact Name of Title to Shares:
   1. Delivery of Purchase Price Option
Agreement
 [  ]
    
    in cash (by check) in the amount of
 $
, receipt
of which is acknowledged by the Company;[  ]
    
    by cancellation of indebtedness of the Company to Optionee in the
amount of $;[  ]
    
    by delivery of  fully-paid,
nonassessable and vested shares of the Common Stock of the Company
owned by Optionee for at least six (6) months prior to the date
hereof (and which have been paid for within the meaning of SEC Rule
144), or obtained by Optionee in the open public market, and owned
free and clear of all liens, claims, encumbrances or security
interests, valued at the current Fair Market Value of
$ per share;[  ]
    
    by the waiver hereby of compensation due or accrued to Optionee for
services rendered in the amount of
$;[  ]
    
    through a same-day-sale commitment, delivered herewith, from
Optionee and the NASD Dealer named therein, in the amount of
$; or[  ]
    
    through a margin commitment, delivered herewith from Optionee and
the NASD Dealer named therein, in the amount of
$.
 2. Tax Consequences OPTIONEE UNDERSTANDS THAT OPTIONEE MAY SUFFER ADVERSE TAX CONSEQUENCES
AS A RESULT OF OPTIONEES PURCHASE OR DISPOSITION OF THE SHARES. OPTIONEE REPRESENTS THAT
OPTIONEE HAS CONSULTED WITH ANY TAX CONSULTANT(S) OPTIONEE DEEMS ADVISABLE IN CONNECTION WITH
THE PURCHASE OR DISPOSITION OF THE SHARES AND THAT OPTIONEE IS NOT RELYING ON THE COMPANY FOR
ANY TAX ADVICE.
 3. Entire Agreement
 Date:Signature of Optionee




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Spousal Consent
 Agreement Shares
 Date:Signature of Optionees SpouseSpouses Name  Typed or PrintedOptionees Name  Typed or Printed




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INTERWOVEN, INC.
 1999 EQUITY INCENTIVE PLAN
 REVISED STOCK OPTION AGREEMENT  (Non-Standard )
 For use only with Option number  granted on
 1. Grant of Option Company Option Shares Exercise Price Agreement Plan ISO Code
 2. Vesting; Exercise Period
 Vesting of Shares and
 provided that




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Vesting of Options
 Expiration
 3. Termination
 Termination for Any Reason Except Death, Disability or Cause
 Termination Because of Death or Disability
 Termination for Cause
 No Obligation to Employ




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4. Manner of Exercise .
 Stock Option Exercise Agreement Exhibit A Exercise Agreement inter alia
 Limitations on Exercise
 Payment
 (a)
    
    by cancellation of indebtedness of the Company to the Optionee;(b)
    
    by surrender of shares of the Companys Common Stock that either: (1) have been
owned by Optionee for more than six (6) months and have been paid for within the meaning
of SEC Rule 144 (and, if such shares were purchased from the Company by use of a
promissory note, such note has been fully paid with respect to such shares); or (2) were
obtained by Optionee in the open public market; and (3) are clear of all liens,
claims, encumbrances or security interests;(c)
    
    by waiver of compensation due or accrued to Optionee for services rendered;(d)
    
    provided that a public market for the Companys stock exists: (1) through a
same day sale commitment from Optionee and a broker-dealer that is a member of the
National Association of Securities Dealers (an NASD Dealer) whereby Optionee
irrevocably elects to exercise this Option and to sell a portion of the Shares so
purchased to pay for the Exercise Price and whereby the NASD Dealer irrevocably commits
upon receipt of such Shares to forward the exercise price directly to the Company;
or (2) through a margin commitment from Optionee and an NASD Dealer whereby
Optionee irrevocably elects to exercise this Option and to pledge the Shares so
purchased to the NASD Dealer in a margin account as security for a loan from the NASD
Dealer in the amount of the Exercise Price, and whereby the NASD Dealer irrevocably
commits upon receipt of such Shares to forward the Exercise Price directly to the
Company; or




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(e)
    
    by any combination of the foregoing.
 Tax Withholding
 Issuance of Shares
 5. Notice of Disqualifying Disposition of ISO Shares .
 6. Compliance with Laws and Regulations .
 7. Nontransferability of Option .
 8. Tax Consequences .
 Exercise of Incentive Stock Option




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Exercise of Nonqualified Stock Option
 Disposition of Shares
 Incentive Stock Options
 Nonqualified Stock Options
 Withholding
 9. Privileges of Stock Ownership .
 10. Interpretation .
 11. Entire Agreement .
 12. Notices .




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13. Successors and Assigns .
 14. Governing Law .
 OPTIONEE:
    
    
    
    INTERWOVEN, INC.By:Date:
    
    
    
    Its: Senior Vice President and CFODate:




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EXHIBIT A
 STOCK OPTION EXERCISE AGREEMENT




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Exhibit A
 INTERWOVEN, INC.
1999 EQUITY INCENTIVE PLAN (the Plan )  STOCK OPTION EXERCISE AGREEMENT
 Company
 Optionee
    
    
    
    
    
    
    
    
    
    Number of Shares Purchased:Social Security Number:
    
    
    
    
    
    Purchase Price per Share:Address:
    
    
    
    
    
    
    
    
    
    Aggregate Purchase Price:Date of Option Agreement:Type of Option:
    
    [  ]
    
    Incentive Stock Option
    
    Exact Name of Title to Shares:[  ]
    
    Nonqualified Stock Option
 1. Delivery of Purchase Price Option
Agreement
 [   ]
    
    in cash (by check) in the amount of $, receipt
of which is acknowledged by the Company;[    ]
    
    by cancellation of indebtedness of the Company to Optionee in the
amount of $;[    ]
    
    by delivery of  fully-paid,
nonassessable and vested shares of the Common Stock of the Company
owned by Optionee for at least six (6) months prior to the date
hereof (and which have been paid for within the meaning of SEC Rule
144), or obtained by Optionee in the open public market, and owned
free and clear of all liens, claims, encumbrances or security
interests, valued at the current Fair Market Value of
$ per share;[    ]
    
    by the waiver hereby of compensation due or accrued to Optionee for
services rendered in the amount of
$;[    ]
    
    through a same-day-sale commitment, delivered herewith, from
Optionee and the NASD Dealer named therein, in the amount of
$; or[    ]
    
    through a margin commitment, delivered herewith from Optionee and
the NASD Dealer named therein, in the amount of
$.
 2. Tax Consequences OPTIONEE UNDERSTANDS THAT OPTIONEE MAY SUFFER ADVERSE TAX
CONSEQUENCES AS A RESULT OF OPTIONEES PURCHASE OR DISPOSITION OF THE SHARES. OPTIONEE
REPRESENTS THAT OPTIONEE HAS CONSULTED WITH ANY TAX CONSULTANT(S) OPTIONEE DEEMS ADVISABLE
IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND THAT OPTIONEE IS NOT
RELYING ON THE COMPANY FOR ANY TAX ADVICE.
 3. Entire Agreement
 Date:Signature of Optionee




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Spousal Consent
 Agreement Shares
 Date:Signature of Optionees SpouseSpouses Name  Typed or PrintedOptionees Name  Typed or Printed