exv10w03



 





Exhibit 10.03




INTERWOVEN, INC.




2000 STOCK INCENTIVE PLAN




As Adopted May 16, 2000

As Amended Thereafter




     1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and
motivate eligible persons whose present and potential contributions are important to the success of
the Company, its Parent and Subsidiaries, by offering them an opportunity to participate in the
Company’s future performance through awards of Options, Restricted Stock and Restricted Stock Units
(RSU). Capitalized terms not defined in the text are defined in Section 23 if they are not
otherwise defined in other sections of this Plan.



     2. SHARES SUBJECT TO THE PLAN.



          2.1 Number of Shares Available. Subject to Sections 2.2 and 18, the total number of
Shares reserved and available for grant and issuance pursuant to this Plan will be
3,000,0001 Shares. Subject to Sections 2.2 and 18, Shares that are subject to: (a)
issuance upon exercise of an Option but cease to be subject to such Option for any reason other
than exercise of such Award and (b) an Award granted hereunder but are forfeited or are repurchased
by the Company at the original issue price because the Shares are Unvested Shares at the time of
the Participant’s Termination, will again be available for grant and issuance in connection with
future Awards under this Plan. At all times the Company shall reserve and keep available a
sufficient number of Shares as shall be required to satisfy the requirements of all outstanding
Awards granted under this Plan.




          2.2 Adjustment of Shares. If the number of outstanding shares is changed by a stock
dividend, recapitalization, stock split, reverse stock split, subdivision, combination,
reclassification or similar change in the capital structure of the Company without consideration,
then (a) the number of Shares reserved for issuance under this Plan, (b) the Exercise Prices of and
number of Shares subject to outstanding Options, and (c) the number of Shares subject to other
outstanding Awards, will be proportionately adjusted, subject to any required action by the Board
or the stockholders of the Company and compliance with applicable securities laws;
provided, that fractions of a Share will not be issued but will either be paid in cash at
the Fair Market Value of such fraction of a Share or will be rounded up to the nearest whole Share,
as determined by the Committee; and provided, further, that the Exercise Price of any Award may not
be decreased to below the par value of the Shares.




     3. ELIGIBILITY. Awards may be granted to employees, officers, directors, consultants,
independent contractors and advisors of the Company or any Parent or Subsidiary of the Company;
provided such consultants, independent contractors and advisors render bona fide services
not in connection with the offer and sale of securities in a capital-raising transaction. A





 




			
	1	 	Adjusted to reflect (i) the 2-for-1 split of
the Company’s Common Stock effected in July 2000 (the “Split”); (ii) the
authorization of an additional 4,000,000 (post-Split) shares of the
Company’s Common Stock for issuance under the Plan approved by the
Company’s Board of Directors on September 7, 2000; (iii) the 2-for-1 split
of the Company’s Common Stock effected in December 2000; and (iv) the
1-for-4 reverse stock split of the Company’s Common Stock effected in
November 2003.




 









 










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person
may be granted more than one Award under this Plan. Awards granted to officers may not exceed in
the aggregate forty percent (40%) of all Shares that are reserved for grant under this Plan.
Awards granted as Restricted Stock to officers may not exceed in the aggregate forty percent (40%)
of all Shares that are granted as Restricted Stock.




     4. ADMINISTRATION.



          4.1 Committee Authority. This Plan will be administered by the Committee or by the
Board acting as the Committee. Subject to the general purposes, terms and conditions of this Plan,
and to the direction of the Board, the Committee will have full power to implement and carry out
this Plan. Without limitation, the Committee will have the authority to:




               (a) construe and interpret this Plan, any Award Agreement and any other agreement or document
executed pursuant to this Plan;



               (b) prescribe, amend and rescind rules and regulations relating to this Plan or any Award;



               (c) select persons to receive Awards;



               (d) determine the form and terms of Awards;



               (e) determine the number of Shares subject to Awards;



               (f) determine whether Awards will be granted singly, in combination with, in tandem with, in
replacement of, or as alternatives to, other Awards under this Plan or any other incentive or
compensation plan of the Company or any Parent or Subsidiary of the Company;



               (g) grant waivers of Plan or Award conditions;



               (h) determine the vesting, exercisability and payment of Awards;



               (i) correct any defect, supply any omission or reconcile any inconsistency in this Plan, any
Award or any Award Agreement;



               (j) determine whether an Award has been earned; and



               (k) make all other determinations necessary or advisable for the administration of this Plan.



          4.2 Committee Discretion. Any determination made by the Committee with respect to any
Award will be made in its sole discretion at the time of grant of the Award or, unless in
contravention of any express term of this Plan or Award, at any later time, and such determination
will be final and binding on the Company and on all persons having an interest in any Award under
this Plan. The Committee may delegate to one or more officers of the Company the authority to
grant an Award under this Plan to Participants who are not officers.




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     5. OPTIONS. Only nonqualified stock options that do not qualify as incentive stock
options within the meaning of Section 422(b) of the Code may be granted under this Plan. The
Committee may grant Options to eligible persons and will determine (i) the number of Shares subject
to the Option, (ii) the Exercise Price of the Option, (iii) the period during which the Option may
be exercised, and (iv) all other terms and conditions of the Option, subject to the following:



          5.1 Form of Option Grant. Each Option granted under this Plan will be evidenced by a
Stock Option Agreement. The Stock Option Agreement will be in such form and contain such
provisions (which need not be the same for each Participant) as the Committee may from time to time
approve, and which will comply with and be subject to the terms and conditions of this Plan.




          5.2 Date of Grant. The date of grant of an Option will be the date on which the
Committee makes the determination to grant the Option, unless a later date is otherwise specified
by the Committee. The Stock Option Agreement and a copy of this Plan will be delivered to the
Participant within a reasonable time after the Option is granted.




          5.3 Exercise Period and Expiration Date. Options will be exercisable within the times
or upon the occurrence of events determined by the Committee as set forth in the Stock Option
Agreement governing such Option; provided, however, that no Option will be
exercisable after the expiration of ten (10) years from the date the Option is granted. The
Committee also may provide for Options to become exercisable at one time or from time to time,
periodically or otherwise, in such number of Shares or percentage of Shares as the Committee
determines.




          5.4 Exercise Price. The Exercise Price of an Option will be determined by the
Committee when the Option is granted and may be not less than the par value of the Shares on the
date of grant. Payment for the Shares purchased must be made in accordance with Section 8 of this
Plan.




          5.5 Method of Exercise. Options may be exercised only by delivery to the Company of a
written stock option exercise agreement (the “Exercise Agreement”) in a form approved by the
Committee (which need not be the same for each Participant), stating the number of Shares being
purchased, the restrictions imposed on the Shares purchased under such Exercise Agreement, if any,
and such representations and agreements regarding Participant’s investment intent and access to
information and other matters, if any, as may be required or desirable by the Company to comply
with applicable securities laws, together with payment in full of the Exercise Price for the number
of Shares being purchased.




          5.6 Termination. Notwithstanding the exercise periods set forth in the Stock Option
Agreement, exercise of an Option will always be subject to the following:




               (a) If the Participant is Terminated for any reason except death or Disability, then the
Participant may exercise such Participant’s Options only to the extent that such Options would have
been exercisable upon the Termination Date no later than three (3) months after the Termination
Date (or such shorter or longer time period not exceeding five (5)



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years as may be determined by
the Committee, but in any event, no later than the expiration date of the Options.




               (b) If the Participant is Terminated because of Participant’s death or Disability (or the
Participant dies within three (3) months after a Termination other than for Cause or because of
Participant’s Disability), then Participant’s Options may be exercised only to the extent that such
Options would have been exercisable by Participant on the Termination Date and must be exercised by
Participant (or Participant’s legal representative or authorized assignee) no later than twelve
(12) months after the Termination Date (or such shorter or longer time period not exceeding five
(5) years as may be determined by the Committee) but in any event no later than the expiration date
of the Options.



               (c) Notwithstanding the provisions in paragraph 5.6(a) above, if a Participant is terminated
for Cause, neither the Participant, the Participant’s estate nor such other person who may then
hold the Option shall be entitled to exercise any Option with respect to any Shares whatsoever,
after termination of service, whether or not after termination of service the Participant may
receive payment from the Company or any Parent or Subsidiary of the Company for vacation pay, for
services rendered prior to termination, for services rendered for the day on which termination
occurs, for salary in lieu of notice, or for any other benefits. In making such determination, the
Board shall give the Participant an opportunity to present to the Board evidence on his behalf.
For the purpose of this paragraph, termination of service shall be deemed to occur on the date when
the Company dispatches notice or advice to the Participant that his service is terminated.



          5.7 Limitations on Exercise. The Committee may specify a reasonable minimum number of
Shares that may be purchased on any exercise of an Option, provided that the minimum number will
not prevent a Participant from exercising the Option for the full number of Shares for which it is
then exercisable.




          5.8 Modification, Extension or Renewal. The Committee may modify, extend or renew
outstanding Options and authorize the grant of new Options in substitution therefor, provided that
any such action may not, without the written consent of a Participant, impair any of such
Participant’s rights under any Option previously granted. The Committee may reduce the Exercise
Price of outstanding Options without the consent of Participants affected by a written notice to
them; provided, however, that the Exercise Price may not be reduced below the
minimum Exercise Price that would be permitted under Section 5.4 of this Plan for Options granted
on the date the action is taken to reduce the Exercise Price; and provided, further, that the
Exercise Price shall not be reduced below the par value of the Shares.




     6. RESTRICTED STOCK. A Restricted Stock Award is an offer by the Company to sell to
an eligible person Shares that are subject to restrictions. The Committee will determine to whom
an offer will be made, the number of Shares the person may purchase, the price to be paid (the
“Purchase Price”), the restrictions to which the Shares will be subject, and all other terms and
conditions of the Restricted Stock Award, subject to the following:



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          6.1 Form of Restricted Stock Award. All purchases under a Restricted Stock Award made
pursuant to this Plan will be evidenced by an Award Agreement (“Restricted Stock Purchase
Agreement”) that will be in such form (which need not be the same for each Participant) as the
Committee will from time to time approve, and will comply with and be subject to the terms and
conditions of this Plan. The offer of Restricted Stock will be accepted by the Participant’s
execution and delivery of the Restricted Stock Purchase Agreement and full payment for the Shares
to the Company within thirty (30) days from the date the
Restricted Stock Purchase Agreement is delivered to the person. If such person does not
execute and deliver the Restricted Stock Purchase Agreement along with full payment for the Shares
to the Company within thirty (30) days, then the offer will terminate, unless otherwise determined
by the Committee.




          6.2 Purchase Price. The Purchase Price of Shares sold pursuant to a Restricted Stock
Award will be determined by the Committee on the date the Restricted Stock Award is granted and may
be not less than the par value of the Shares on the date of grant. Payment of the Purchase Price
may be made in accordance with Section 8 of this Plan.




          6.3 Terms of Restricted Stock Awards. Restricted Stock Awards shall be subject to
such restrictions as the Committee may impose. These restrictions may be based upon completion of
a specified number of years of service with the Company or upon completion of the performance goals
as set out in advance in the Participant’s individual Restricted Stock Purchase Agreement.
Restricted Stock Awards may vary from Participant to Participant and between groups of
Participants. Prior to the payment of any Restricted Stock Award, the Committee shall determine
the extent to which such Restricted Stock Award has been earned.




          6.4 Termination During Performance Period. If a Participant is Terminated during a
performance period for any reason, then such Participant will be entitled to payment (whether in
Shares, cash or otherwise) with respect to the Restricted Stock Award only to the extent earned as
of the date of Termination in accordance with the Restricted Stock Purchase Agreement, unless the
Committee will determine otherwise.




7. RESTRICTED STOCK UNITS




          7.1 Award of Restricted Stock Units. An RSU is an award to a Participant covering a
number of Shares that may be settled in cash, or by issuance of those Shares for services to be
rendered or for past services already rendered to the Company or any Subsidiary. RSUs will vest
over a minimum of three years as measured from the date of grant.




          7.2 Form and Timing of Settlement. To the extent permissible under applicable law,
the Committee may permit a Participant to defer payment under a RSU to a date or dates after the
RSU is earned, provided that the terms of the RSU and any deferral satisfy the requirements of
Section 409A of the Code (or any successor) and any regulations or rulings promulgated thereunder.
Payment may be made in the form of cash or whole Shares or a combination thereof in a lump sum
payment, all as the Committee determines.




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     8. PAYMENT FOR SHARE PURCHASES.



          8.1 Payment. Payment for Shares purchased on exercise of an Award may be made in cash
(by check) or, where expressly approved for the Participant by the Committee and where permitted by
law:




               (a) by cancellation of indebtedness of the Company to the Participant;



               (b) by surrender of shares that either: (1) have been owned by Participant 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 Participant in the public market;



               (c) by tender of a full recourse promissory note having such terms as may be approved by the
Committee and bearing interest at a rate sufficient to avoid imputation of income under Sections
483 and 1274 of the Code; provided, however, that a Participant who is not an
employee of the Company may not purchase Shares with a promissory note unless the note is
adequately secured by collateral other than the Shares; and provided, further, that the portion of
the Exercise Price equal to the par value of the Shares must be paid in cash;



               (d) by waiver of compensation due or accrued to the Participant for services rendered;



               (e) provided that a public market for the Company’s stock exists:



                    (1) through a “same day sale” commitment from the Participant and a broker-dealer that is a
member of the National Association of Securities Dealers (an “NASD Dealer”) whereby the Participant
irrevocably elects to exercise the 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 the Participant and a NASD Dealer whereby the
Participant irrevocably elects to exercise the 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



               (f) by any combination of the foregoing.



          8.2 Loan Guarantees. The Committee may help the Participant pay for Shares purchased
under this Plan by authorizing a guarantee by the Company of a third-party loan to the Participant.




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     9. WITHHOLDING TAXES.



          9.1 Withholding Generally. Whenever Shares are to be issued on exercise of Awards
granted under this Plan, the Company may require the Participant to remit to the Company an amount
sufficient to satisfy federal, state and local withholding tax requirements prior to the delivery
of any certificate or certificates for such Shares. If a payment in satisfaction of an Award is to
be made in cash, such payment will be net of an amount sufficient to satisfy federal, state, and
local withholding tax requirements.




          9.2 Stock Withholding. When, under applicable tax laws, a Participant incurs tax
liability in connection with the exercise or vesting of any Award that is subject to tax
withholding and the Participant is obligated to pay the Company the amount required to be withheld,
the Committee may in its sole discretion allow the Participant to satisfy the minimum withholding
tax obligation by electing to have the Company withhold from the Shares to be issued that number of
Shares having a Fair Market Value equal to the minimum amount required to be withheld, determined
on the date that the amount of tax to be withheld is to be determined. All elections by a
Participant to have Shares withheld for this purpose will be made in accordance with the
requirements established by the Committee and be in writing in a form acceptable to the Committee




     10. PRIVILEGES OF STOCK OWNERSHIP.



          10.1 Voting and Dividends. No Participant will have any of the rights of a
stockholder with respect to any Shares until the Shares are issued to the Participant. After
Shares are issued to the Participant, the Participant will be a stockholder and have all the rights
of a stockholder with respect to such Shares, including the right to vote and receive all dividends
or other distributions made or paid with respect to such Shares; provided, however, that if such
Shares are Restricted Stock, any new, additional or different securities the Participant may become
entitled to receive with respect to the Shares by virtue of a stock dividend, stock split or any
other change in the corporate or capital structure of the Company will be subject to the same
restrictions as the Restricted Stock; provided, further that the Participant will have no right to
retain such dividends or distributions with respect to Shares that are repurchased at the
Participant’s original Exercise Price pursuant to Section 12.




          10.2 Financial Statements. The Company will provide financial statements to each
Participant prior to such Participant’s purchase of Shares under this Plan, and to each Participant
annually during the period such Participant has Awards outstanding; provided,
however, that the Company will not be required to provide such financial statements to
Participants whose services in connection with the Company assure them access to equivalent
information.




     11. TRANSFERABILITY.



          11.1 Except as otherwise provided in this Section 11, Awards granted under this Plan, and any
interest therein, will not be transferable or assignable by Participant, and may not be made
subject to execution, attachment or similar process,
otherwise than by will or by the laws




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of descent and distribution or as determined by the
Committee and set forth in the Award Agreement.




          11.2 Unless otherwise restricted by the Committee, an Option shall be exercisable: (i) during
the Participant’s lifetime only by (A) the Participant, (B) the Participant’s guardian or legal
representative, (C) a Family Member of the Participant who has acquired the Option by “permitted
transfer;” and (ii) after Participant’s death, by the legal representative of the Participant’s
heirs or legatees. “Permitted transfer” means, as authorized by this Plan and the Committee in an
Option, any transfer effected by the Participant during the Participant’s lifetime of an interest
in such Option but only such transfers which are by gift or domestic relations order. A permitted
transfer does not include any transfer for value and neither of the following are transfers for
value: (a) a transfer of under a domestic relations order in settlement of marital property rights
or (b) a transfer to an entity in which more than fifty percent of the voting interests are owned
by Family Members or the Participant in exchange for an interest in that entity.




          11.3 Unless otherwise restricted by the Committee, a Restricted Stock may be transferred
during the Participant’s lifetime, only to (A) the Participant, or (B) the Participant’s guardian
or legal representative.




     12. RESTRICTIONS ON SHARES. At the discretion of the Committee, the Company may
reserve to itself and/or its assignee(s) in the Award Agreement a right to repurchase at the
Participant’s Exercise Price a portion of or all Unvested Shares held by a Participant following
such Participant’s Termination at any time within ninety (90) days after the later of Participant’s
Termination Date and the date Participant purchases Shares under this Plan, for cash and/or
cancellation of purchase money indebtedness, at the Participant’s Exercise Price or Purchase Price,
as the case may be.



     13. CERTIFICATES. All certificates for Shares or other securities delivered under
this Plan will be subject to such stock transfer orders, legends and other restrictions as the
Committee may deem necessary or advisable, including restrictions under any applicable federal,
state or foreign securities law, or any rules, regulations and other requirements of the SEC or any
stock exchange or automated quotation system upon which the Shares may be listed or quoted.



     14. ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a Participant’s Shares,
the Committee may require the Participant to deposit all certificates representing the Shares,
together with stock powers or other instruments of transfer approved by the Committee,
appropriately endorsed in blank, with the Company or an agent designated by the Company to hold in
escrow until such restrictions have lapsed or terminated, and the Committee may cause a legend or
legends referencing such restrictions to be placed on the certificates. Any Participant who is
permitted to execute a promissory note as partial or full consideration for the purchase of Shares
under this Plan will be required to pledge and deposit with the Company all or part of the Shares
so purchased as collateral to secure the payment of Participant’s obligation to the Company under
the promissory note; provided, however, that the Committee may require or accept
other or additional forms of collateral to secure the payment of such obligation and, in any event,
the Company will have full recourse against the Participant under the promissory note
notwithstanding any pledge of the Participant’s Shares or other collateral. In connection with any



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pledge of the Shares, Participant will be required to execute and deliver a written pledge
agreement in such form as the Committee will from time to time approve. The Shares purchased with
the promissory note may be released from the pledge on a pro rata basis as the promissory note is
paid.




     15. EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any time or from time to
time, authorize the Company, with the consent of the respective Participants, to issue new Awards
in exchange for the surrender and cancellation of any or all outstanding Awards. The Committee may
at any time buy from a Participant an Award previously granted with payment in cash, Shares
(including Restricted Stock) or other consideration, based on such terms and conditions as the
Committee and the Participant may agree.



     16. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award will not be effective
unless such Award is in compliance with all applicable federal and state securities laws, rules and
regulations of any governmental body, and the requirements of any stock exchange or automated
quotation system upon which the Shares may then be listed or quoted, as they are in effect on the
date of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any
other provision in this Plan, the Company will have no obligation to issue or deliver certificates
for Shares under this Plan prior to: (a) obtaining any approvals from governmental agencies that
the Company determines are necessary or advisable; and/or (b) completion of any registration or
other qualification of such Shares under any state or federal law or ruling of any governmental
body that the Company determines to be necessary or advisable. The Company will be under no
obligation to register the Shares with the SEC or
to effect compliance with the registration, qualification or listing requirements of any state
securities laws, stock exchange or automated quotation system, and the Company will have no
liability for any inability or failure to do so.



     17. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted under this
Plan will confer or be deemed to confer on any Participant any right to continue in the employ of,
or to continue any other relationship with, the Company or any Parent or Subsidiary of the Company
or limit in any way the right of the Company or any Parent or Subsidiary of the Company to
terminate Participant’s employment or other relationship at any time, with or without cause.



     18. CORPORATE TRANSACTIONS.



          18.1 Assumption or Replacement of Awards by Successor. In the event of (a) a
dissolution or liquidation of the Company, (b) a merger or consolidation in which the Company is
not the surviving corporation (other than a merger or consolidation with a wholly-owned subsidiary,
a reincorporation of the Company in a different jurisdiction, or other transaction in which there
is no substantial change in the stockholders of the Company or their relative stock holdings and
the Awards granted under this Plan are assumed, converted or replaced by the successor corporation,
which assumption will be binding on all Participants), (c) a merger in which the Company is the
surviving corporation but after which the stockholders of the Company immediately prior to such
merger (other than any stockholder that merges, or which owns or controls another corporation that
merges, with the Company in such merger) cease to own their shares or other equity interest in the
Company, (d) the sale of substantially all of the assets of the




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Company, or (e) the acquisition,
sale, or transfer of more than 50% of the outstanding shares of the Company by tender offer or
similar transaction, any or all outstanding Awards may be assumed, converted or replaced by the
successor corporation (if any), which assumption, conversion or replacement will be binding on all
Participants. In the alternative, the successor corporation may substitute equivalent Awards or
provide substantially similar consideration to Participants as was provided to stockholders (after
taking into account the existing provisions of the Awards). The successor corporation may also
issue, in place of outstanding Shares of the Company held by the Participant, substantially similar
shares or other property subject to repurchase restrictions no less favorable to the Participant.
In the event such successor corporation (if any) refuses to assume or substitute Awards, as
provided above, pursuant to a transaction described in this Subsection 18.1, such Awards will
expire on such transaction at such time and on such conditions as the Committee will determine;
provided, however, that the Committee may, in its sole discretion, provide that the
vesting of any or all Awards granted pursuant to this Plan will accelerate. If the Committee
exercises such discretion with respect to Options, such Options will become exercisable in full
prior to the consummation of such event at such time and on such conditions as the Committee
determines, and if such Options are not exercised prior to the consummation of the corporate
transaction, they shall terminate at such time as determined by the Committee.




          18.2 Other Treatment of Awards. Subject to any greater rights granted to Participants
under the foregoing provisions of this Section 18, in the event of the occurrence of any
transaction described in Subsection 18.1, any outstanding Awards will be treated as provided in the
applicable agreement or plan of merger, consolidation, dissolution, liquidation, or sale of assets.




          18.3 Assumption of Awards by the Company. The Company, from time to time, also may
substitute or assume outstanding awards granted by another company, whether in connection with an
acquisition of such other company or otherwise, by either; (a) granting an Award under this Plan in
substitution of such other company’s award; or (b) assuming such award as if it had been granted
under this Plan if the terms of such assumed award could be applied to an Award granted under this
Plan. Such substitution or assumption will be permissible if the holder of the substituted or
assumed award would have been eligible to be granted an Award under this Plan if the other company
had applied the rules of this Plan to such grant. In the event the Company assumes an award
granted by another company, the terms and conditions of such award will remain unchanged
(except that the exercise price and the number and nature of Shares issuable upon exercise
of any such option will be adjusted appropriately pursuant to Section 424(a) of the Code). In the
event the Company elects to grant a new Option rather than assuming an existing option, such new
Option may be granted with a similarly adjusted Exercise Price.




     19. ADOPTION. This Plan will become effective on the date that it is adopted by the
Board (the “Effective Date”).



     20. TERM OF PLAN/GOVERNING LAW. Unless earlier terminated as provided herein, this
Plan will terminate ten (10) years from the Effective Date. This Plan and all agreements
thereunder shall be governed by and construed in accordance with the laws of the State of
California.



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     21. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate or amend
this Plan in any respect, including without limitation amendment of any form of Award Agreement or
instrument to be executed pursuant to this Plan.



     22. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the Board, nor
any provision of this Plan will be construed as creating any limitations on the power of the Board
to adopt such additional compensation arrangements as it may deem desirable, including, without
limitation, the granting of stock option and bonues otherwise than under this Plan, and such
arrangements may be either generally applicable or applicable only in specific cases.



     23. DEFINITIONS. As used in this Plan, the following terms will have the following
meanings:



          “Award” means any award under this Plan, including any Option or Restricted Stock.




          “Award Agreement” means, with respect to each Award, the signed written agreement between the
Company and the Participant setting forth the terms and conditions of the Award.




          “Board” means the Board of Directors of the Company.




          “Cause” means the commission of an act of theft, embezzlement, fraud, dishonesty or a breach
of fiduciary duty to the Company or a Parent or Subsidiary of the Company.




          “Code” means the Internal Revenue Code of 1986, as amended.




          “Committee” means the Compensation Committee of the Board.




          “Company” means Interwoven, Inc. or any successor corporation.




          “Disability” means a disability, whether temporary or permanent, partial or total, as
determined by the Committee.




          “Exercise Price” means the price at which a holder of an Option may purchase the Shares
issuable upon exercise of the Option.




          “Fair Market Value” means, as of any date, the value of a share of the Company’s Common Stock
determined as follows:





	 	(a)	 	if such Common Stock is then quoted on the Nasdaq
National Market, its closing price on the Nasdaq National Market on the
date of determination as reported in The Wall Street Journal;




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Interwoven Inc.

2000 Stock Incentive Plan



	 	(b)	 	if such Common Stock is publicly traded and is then
listed on a national securities exchange, its closing price on the date of
determination 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 date of determination as reported in The Wall Street
Journal;
	 
	 	(d)	 	if none of the foregoing is applicable, by the
Committee in good faith.





          “Family Member” includes any of the following:





	 	(a)	 	child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law of the Participant, including any such person with such
relationship to the Participant by adoption;
	 
	 	(b)	 	any person (other than a tenant or employee) sharing
the Participant’s household;
	 
	 	(c)	 	a trust in which the persons in (a) and (b) have more
than fifty percent of the beneficial interest;
	 
	 	(d)	 	a foundation in which the persons in (a) and (b) or
the Participant control the management of assets; or
	 
	 	(e)	 	any other entity in which the persons in (a) and (b)
or the Participant own more than fifty percent of the voting interest.





          “Option” means an award of an option to purchase Shares pursuant to Section 5.




          “Parent” means any corporation (other than the Company) in an unbroken chain of corporations
ending with the Company if each of such corporations other than the Company owns stock possessing
50% or more of the total combined voting power of all classes of stock in one of the other
corporations in such chain.




          “Participant” means a person who receives an Award under this Plan.




          “Plan” means this Interwoven, Inc. 2000 Stock Incentive Plan, as amended from time to time.




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Interwoven Inc.

2000 Stock Incentive Plan




          “Restricted Stock Award” means an award of Shares pursuant to Section 6.




          “RSU” means an award granted pursuant to Section 7.




          “SEC” means the Securities and Exchange Commission.




          “Securities Act” means the Securities Act of 1933, as amended.




          “Shares” means shares of the Company’s Common Stock reserved for issuance under this Plan, as
adjusted pursuant to Sections 2 and 18, and any successor security.




          “Stock Option Agreement” means, with respect to each Option, the signed written agreement
between the Company and the Participant setting forth the terms and conditions of the Option.




          “Subsidiary” means any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company if each of the corporations other than the last corporation
in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.




          “Termination” or “Terminated” means, for purposes of this Plan with respect to a Participant,
that the Participant has for any reason ceased to provide services as an employee, officer,
consultant, independent contractor, or advisor to the Company or a Parent or Subsidiary of the
Company. An employee will not be deemed to have ceased to provide services in the case of (i) sick
leave, (ii) military leave, or (iii) any other leave of absence approved by the Committee,
provided, that such leave is for a period of not more than 90 days, unless reemployment upon the
expiration of such leave is guaranteed by contract or statute or unless provided otherwise pursuant
to formal policy adopted from time to time by the Company and issued and promulgated to employees
in writing. In the case of any employee on an approved leave of absence, the Committee may make
such provisions respecting suspension of vesting of the Award while on leave from the employ of the
Company or a Parent or Subsidiary of the Company as it may deem appropriate, except that in no
event may an Award be exercised after the expiration of the term set forth in the Award Agreement.
The Committee will have sole discretion to determine whether a Participant has ceased to provide
services and the effective date on which the Participant ceased to provide services (the
“Termination Date”).




          “Unvested Shares” means “Unvested Shares” as defined in the Award Agreement.




          “Vested Shares” means “Vested Shares” as defined in the Award Agreement.




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