Interwoven, Inc. Stock Option Agreement 1999 Equity Incentive Plan INTERWOVEN, INC. 1999 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT ---------------------- 1. Grant of Option. Interwoven, Inc. (the "Company") hereby grants to --------------- Optionee...

EXHIBIT (d)(10)

Interwoven, Inc.
Stock Option Agreement
1999 Equity Incentive Plan

INTERWOVEN, INC.

1999 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT
----------------------

1. Grant of Option. Interwoven, Inc. (the "Company") hereby grants to
---------------
Optionee an option (this "Option") to purchase up to the total number of shares
of Common Stock of the Company set forth in the Notice of Grant (collectively,
the "Shares") at the exercise price set forth in the Notice of Grant (the
"Exercise Price"), subject to all of the terms and conditions of the Notice of
Grant, this Stock Option Agreement (the "Agreement") and the 1999 Equity
Incentive Plan (the "Plan"). If designated as an Incentive Stock Option in the
Notice of Grant, the Option is intended to qualify as an "incentive stock
option" ("ISO") within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"), to the extent permitted under Code Section
422. Capitalized terms not defined herein shall have the meaning ascribed to
them in the Plan.

2. Vesting; Exercise Period.
------------------------

2.1 Vesting of Shares. The Option shall be exercisable as it
-----------------
vests, unless otherwise indicated in the Notice of Grant. Subject to the terms
and conditions of the Plan and the Agreement, the Option shall vest and become
exercisable as to portions of the Shares pursuant to the vesting schedule
specified in the Notice of Grant, provided that Optionee has continuously
provided services to the Company, or any Parent or Subsidiary of the Company, at
all times during the relevant month.

2.2 Vesting of Options. Shares that are vested pursuant to the
------------------
vesting schedule set forth in the Notice of Grant are "Vested Shares." Shares
that are not vested pursuant to the schedule set forth in the Notice of Grant
are "Unvested Shares."

2.3 Expiration. The Option shall expire on the expiration date
----------
set forth in the Notice of Grant, and must be exercised, if at all, on or before
the earlier of the expiration date of the Option or the date on which the Option
is earlier terminated in accordance with the provisions of Section 3 hereof.

3. Termination.
-----------

3.1 Termination for Any Reason Except Death, Disability or
------------------------------------------------------
Cause. If Optionee is Terminated for any reason except Optionee's death,
-----
Disability or Cause, then the Option, to the extent (and only to the extent)
that it is vested in accordance with the schedule set forth in the Notice of
Grant on the Termination Date, may be exercised by Optionee no later than three
(3) months after the Termination Date, but in any event no later than the
expiration date.

3.2 Termination Because of Death or Disability. If Optionee is
------------------------------------------
Terminated because of death or Disability of Optionee (or the Optionee dies
within three (3) months after Termination other than for Cause or because of
Disability), then the Option, to the extent that it is vested in accordance with
the schedule in the Notice of Grant on the Termination Date, may be exercised by
Optionee (or Optionee's legal representative or authorized assignee) no later
than twelve (12) months after the Termination Date, but in any event no later
than the expiration date. Any exercise after three months after the Termination
Date when the Termination is for any reason other than Optionee's death or
disability, within the meaning of Code Section 22(e)(3), shall be deemed to be
the exercise of a nonqualified stock option.

Interwoven, Inc.
Stock Option Agreement
1999 Equity Incentive Plan

3.3 Termination for Cause. If Optionee is Terminated for Cause,
---------------------
the Option will expire on the Optionee's date of Termination.

3.4 No Obligation to Employ. Nothing in the Plan or this
-----------------------
Agreement shall confer on Optionee any right to continue in the employ of, or
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 Optionee's employment or other relationship at any time,
with or without Cause.

4. Manner of Exercise.
------------------

4.1 Stock Option Exercise Agreement. To exercise the Option,
-------------------------------
Optionee (or in the case of exercise after Optionee's death, Optionee's
executor, administrator, heir or legatee, as the case may be) must deliver to
the Company an executed stock option exercise agreement in the form attached
hereto as Exhibit A, or in such other form as may be approved by the Company
---------
from time to time (the "Exercise Agreement"), which shall set forth, inter alia,
----- ----
Optionee's election to exercise the Option, the number of shares being
purchased, any restrictions imposed on the Shares and any representations,
warranties and agreements regarding Optionee's investment intent and access to
information as may be required by the Company to comply with applicable
securities laws. If someone other than Optionee exercises the Option, then such
person must submit documentation reasonably acceptable to the Company that such
person has the right to exercise the Option.

4.2 Limitations on Exercise. The Option may not be exercised
-----------------------
unless such exercise is in compliance with all applicable federal and state
securities laws, as they are in effect on the date of exercise.

4.3 Payment. The Exercise Agreement shall be accompanied by
-------
full payment of the Exercise Price for the Shares being purchased in cash (by
check), or where permitted by law:

(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;

(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.

4.4 Tax Withholding. Prior to the issuance of the Shares upon
---------------
exercise of the Option, Optionee must pay or provide for any applicable federal
or state withholding obligations of the Company. If the Committee permits,
Optionee may provide for payment of withholding taxes upon exercise of the
Option by requesting that the Company retain Shares with a Fair Market Value
equal to the minimum amount of taxes required to be withheld.

Interwoven, Inc.
Stock Option Agreement
1999 Equity Incentive Plan

In such case, the Company shall issue the net number of Shares to the Optionee
by deducting the Shares retained from the Shares issuable upon exercise.

4.5 Issuance of Shares. Provided that the Exercise Agreement
------------------
and payment are in form and substance satisfactory to counsel for the Company,
the Company shall issue the Shares registered in the name of Optionee,
Optionee's authorized assignee, or Optionee's legal representative, and shall
deliver certificates representing the Shares with the appropriate legends
affixed thereto.

5. Notice of Disqualifying Disposition of ISO Shares. To the extent
-------------------------------------------------
the Option is an ISO, if Optionee sells or otherwise disposes of any of the
Shares acquired pursuant to the ISO on or before the later of (a) the date two
(2) years after the date of grant, and (b) the date one (1) year after transfer
of such Shares to Optionee upon exercise of the Option, then Optionee shall
immediately notify the Company in writing of such disposition.

6. Compliance with Laws and Regulations. The exercise of the Option
------------------------------------
and the issuance and transfer of Shares shall be subject to compliance by the
Company and Optionee with all applicable requirements of federal and state
securities laws and with all applicable requirements of any stock exchange on
which the Company's Common Stock may be listed at the time of such issuance or
transfer. Optionee understands that the Company is under no obligation to
register or qualify the Shares with the SEC, any state securities commission or
any stock exchange to effect such compliance.

7. Nontransferability of Option. Except as otherwise set forth in
----------------------------
Section 11 of the Plan, the Option may not be transferred in any manner other
than by will or by the laws of descent and distribution and may be exercised
during the lifetime of Optionee only by Optionee. The terms of the Option shall
be binding upon the executors, administrators, successors and assigns of
Optionee.

8. Tax Consequences. Set forth below is a brief summary as of the
----------------
date the Board adopted the Plan of some of the federal tax consequences of
exercise of the Option and disposition of the Shares. THIS SUMMARY IS
NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
OPTIONEE SHOULD CONSULT A TAX ADVISOR BEFORE EXERCISING THE OPTION OR DISPOSING
OF THE SHARES.

8.1 Exercise of Incentive Stock Option. To the extent the
----------------------------------
Option qualifies as an ISO, there will be no regular federal income tax
liability upon the exercise of the Option, although the excess, if any, of the
fair market value of the Shares on the date of exercise over the Exercise Price
will be treated as a tax preference item for federal income tax purposes and may
subject the Optionee to the alternative minimum tax in the year of exercise.

8.2 Exercise of Nonqualified Stock Option. To the extent the
-------------------------------------
Option does not qualify as an ISO, there may be a regular federal income tax
liability upon the exercise of the Option. Optionee will be treated as having
received compensation income (taxable at ordinary income tax rates) equal to the
excess, if any, of the fair market value of the Shares on the date of exercise
over the Exercise Price. The Company may be required to withhold from
Optionee's compensation or collect from Optionee and pay to the applicable
taxing authorities an amount equal to a percentage of this compensation income
at the time of exercise.

8.3 Disposition of Shares. The following tax consequences may
---------------------
apply upon disposition of the Shares.

a. Incentive Stock Options. If the Shares are held for
-----------------------
more than twelve (12) months after the date of the transfer of the Shares
pursuant to the exercise of an ISO and are disposed of more than two (2) years
after the date of grant, any gain realized on disposition of the Shares will be
treated as capital gain for federal income tax purposes. If Shares purchased
under an ISO are disposed of within the applicable one (1) year or two (2) year
period, any gain realized on such disposition will be treated as compensation
income (taxable at ordinary income rates) to the extent of the excess, if any,
of the fair market value of the Shares on the date of exercise over the Exercise
Price.

Interwoven, Inc.
Stock Option Agreement
1999 Equity Incentive Plan

b. Nonqualified Stock Options. If the Shares are held for
--------------------------
more than twelve (12) months after the date of the transfer of the Shares
pursuant to the exercise of an NQSO, any gain realized on disposition of the
Shares will be treated as long-term capital gain.

c. Withholding. The Company may be required to withhold
-----------
from Participant's compensation or collect from the Participant and pay to the
applicable taxing authorities an amount equal to a percentage of the
compensation income.

9. Privileges of Stock Ownership. Optionee shall not have any of the
-----------------------------
rights of a stockholder with respect to any Shares until the Shares are issued
to Optionee.

10. Interpretation. Any dispute regarding the interpretation of this
--------------
Agreement shall be submitted by Optionee or the Company to the Committee for
review. The resolution of such a dispute by the Committee shall be final and
binding on the Company and Optionee.

11. Entire Agreement. The Plan is incorporated herein by reference.
----------------
This Agreement, the Notice of Grant, the Plan and the Exercise Agreement
constitute the entire agreement and understanding of the parties hereto with
respect to the subject matter hereof and supersede all prior understandings and
agreements with respect to such subject matter.

12. Notices. Any notice required to be given or delivered to the
-------
Company under the terms of this Agreement shall be in writing and addressed to
the Corporate Secretary of the Company at its principal corporate offices. Any
notice required to be given or delivered to Optionee shall be in writing and
addressed to Optionee at the address indicated above or to such other address as
such party may designate in writing from time to time to the Company. All
notices shall be deemed to have been given or delivered upon: personal
delivery; three (3) days after deposit in the United States mail by certified or
registered mail (return receipt requested); one (1) business day after deposit
with any return receipt express courier (prepaid); or one (1) business day after
transmission by facsimile.

13. Successors and Assigns. The Company may assign any of its rights
----------------------
under this Agreement. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer set forth herein, this Agreement shall be binding upon
Optionee and Optionee's heirs, executors, administrators, legal representatives,
successors and assigns.

14. Governing Law. This Agreement shall be governed by and construed
-------------
in accordance with the internal laws of the State of California, without regard
to that body of law pertaining to choice of law or conflict of law.

Exhibit A
---------

INTERWOVEN, INC.
1999 EQUITY INCENTIVE PLAN (the "Plan")
Stock Option Exercise Agreement
-------------------------------

I hereby elect to purchase the number of shares of Common Stock of
Interwoven, Inc. (the "Company") as set forth below:

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. Optionee hereby delivers to the Company the
Aggregate Purchase Price, to the extent permitted in the Stock Option Agreement
(the "Option Agreement") and Notice of Grant as follows (check as applicable and
complete):

[ ] 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. The Plan, Notice of Grant and Option Agreement are
incorporated herein by reference. This Exercise Agreement, the Plan, Notice of
Grant and the Option Agreement constitute the entire agreement and understanding
of the parties and supersede in their entirety all prior understandings and
agreements of the Company and Optionee with respect to the subject matter
hereof, and are governed by California law except for that body of law
pertaining to choice of law or conflict of law.

Date:
---------------------------- -------------------------------
Signature of Optionee

Interwoven, Inc.
Stock Option Agreement
1999 Equity Incentive Plan

Spousal Consent

I acknowledge that I have read the foregoing Stock Option Exercise
Agreement (the "Agreement") and that I know its contents. I hereby consent to
and approve all of the provisions of the Agreement, and agree that the shares of
the Common Stock of Interwoven, Inc. purchased thereunder (the "Shares") and any
interest I may have in such Shares are subject to all the provisions of the
Agreement. I will take no action at any time to hinder operation of the
Agreement on these Shares or any interest I may have in or to them.

___________________________________ Date:__________________
Signature of Optionee's Spouse

___________________________________
Spouse's Name - Typed or Printed

___________________________________
Optionee's Name - Typed or Printed

Australia Stock Option Agreement
1999 Equity Incentive Plan

INTERWOVEN, INC.

1999 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT FOR EMPLOYEES
-------------------------------------
SUBJECT TO THE LAWS OF AUSTRALIA
--------------------------------

1. Grant of Option. Interwoven, Inc. (the "Company") hereby grants to
---------------
Optionee an option (the "Option") to purchase up to the total number of shares
of Common Stock of the Company set forth in the Notice of Grant (collectively,
the "Shares") at the exercise price set forth in the Notice of Grant (the
"Exercise Price"), subject to all of the terms and conditions of the Notice of
Grant, this Stock Option Agreement (the "Agreement") and the 1999 Equity
Incentive Plan (the "Plan"). Capitalized terms not defined herein shall have the
meaning ascribed to them in the Plan.

2. Vesting; Exercise Period.
------------------------

3. Termination.
-----------

3.1 Termination for Any Reason Except Death, Disability or Cause.
------------------------------------------------------------
If Optionee is Terminated for any reason except Optionee's death, Disability or
Cause, then the Option, to the extent (and only to the extent) that it is vested
in accordance with the schedule set forth in the Notice of Grant on the
Termination Date, may be exercised by Optionee no later than three (3) months
after the Termination Date, but in any event no later than the expiration date.

Australia Stock Option Agreement
1999 Equity Incentive Plan

Date, may be exercised by Optionee (or Optionee's legal representative or
authorized assignee) no later than twelve (12) months after the Termination
Date, but in any event no later than the expiration date. Any exercise after
three months after the Termination Date when the Termination is for any reason
other than Optionee's death or disability, within the meaning of Code Section
22(e)(3), shall be deemed to be the exercise of a nonqualified stock option.

3.3 Termination for Cause. If Optionee is Terminated for Cause,
---------------------
the Option will expire on the Optionee's date of Termination.

4. Manner of Exercise.
------------------

4.2 Limitations on Exercise. The Option may not be exercised
-----------------------
unless such exercise is in compliance with all applicable securities laws, as
they are in effect on the date of exercise.

4.3 Payment. The Committee may require Optionee to settle
-------
payment of the Exercise Price for the Shares being purchased 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
exercises this Option and immediately sells 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. The Committee must notify Optionee of this requirement to settle the
Exercise Price through a "same day sale" of Shares prior to the first vesting
date of this Option. If Company does not invoke this requirement, Optionee may
settle the Exercise Price in accordance with the alternatives listed in Section
1 of the Exercise Agreement. The Exercise Agreement shall be accompanied by
full payment of the Exercise Price for the Shares being purchased in cash (by
check), or where permitted by federal, state or local law:

Australia Stock Option Agreement
1999 Equity Incentive Plan

(a) 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;

(b) 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

4.4 Tax Withholding. Prior to the issuance of the Shares upon
---------------
exercise of the Option, Optionee must pay or provide for any applicable federal,
state or local tax withholding obligations of the Company. The Committee may
require Optionee to provide for payment of withholding taxes upon exercise of
the Option by the immediate sale of Shares acquired from such exercise with a
Fair Market Value equal to the minimum amount of taxes required to be withheld.
In such case, the Company shall issue the net number of Shares to the Optionee
by deducting the Shares retained from the Shares issuable upon exercise.

4.5 Issuance of Shares. Provided that the Exercise Agreement and
------------------
payment are in form and substance satisfactory to counsel for the Company, the
Company shall issue the Shares registered in the name of Optionee, Optionee's
authorized assignee, or Optionee's legal representative, and shall deliver
certificates representing the Shares with the appropriate legends affixed
thereto.

5. Compliance with Laws and Regulations. The exercise of the Option
------------------------------------
and the issuance and transfer of Shares shall be subject to compliance by the
Company and Optionee with all applicable requirements of federal, state and
local securities laws and with all applicable requirements of any stock exchange
on which the Company's Common Stock may be listed at the time of such issuance
or transfer. Optionee understands that the Company is under no obligation to
register or qualify the Shares with the United States Securities and Exchange
Commission ("SEC"), any state securities commission or any stock exchange to
effect such compliance.

6. Nontransferability of Option. Except as otherwise set forth in
----------------------------
Section 11 of the Plan, the Option may not be transferred in any manner other
than by will or by the laws of descent and distribution and may be exercised
during the lifetime of Optionee only by Optionee.

Australia Stock Option Agreement
1999 Equity Incentive Plan

The terms of the Option shall be binding upon the executors, administrators,
successors and assigns of Optionee.

7. Tax Consequences. A brief summary as of the date the Board
----------------
adopted the Plan of some of the tax consequences of grant, vesting and exercise
of the Option and disposition of the Shares is provided as an addendum to this
Agreement. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND
REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISOR BEFORE
EXERCISING THE OPTION OR DISPOSING OF THE SHARES.

8. Privileges of Stock Ownership. Optionee shall not have any of the
-----------------------------
rights of a stockholder with respect to any Shares until the Shares are issued
to Optionee.

9. Interpretation. Any dispute regarding the interpretation of this
--------------
Agreement shall be submitted by Optionee or the Company to the Committee for
review. The resolution of such a dispute by the Committee shall be final and
binding on the Company and Optionee.

10. Entire Agreement. The Plan is incorporated herein by reference.
----------------
This Agreement, the Notice of Grant, the Plan and the Exercise Agreement
constitute the entire agreement and understanding of the parties hereto with
respect to the subject matter hereof and supersede all prior understandings and
agreements with respect to such subject matter.

11. Notices. Any notice required to be given or delivered to the
-------
Company under the terms of this Agreement shall be in writing and addressed to
the Corporate Secretary of the Company at its principal corporate offices. Any
notice required to be given or delivered to Optionee shall be in writing and
addressed to Optionee at the address indicated above or to such other address as
such party may designate in writing from time to time to the Company. All
notices shall be deemed to have been given or delivered upon: personal
delivery; three (3) days after deposit in the United States mail by certified or
registered mail (return receipt requested); one (1) business day after deposit
with any return receipt express courier (prepaid); or one (1) business day after
transmission by facsimile.

12. Successors and Assigns. The Company may assign any of its rights
----------------------
under this Agreement. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer set forth herein, this Agreement shall be binding upon
Optionee and Optionee's heirs, executors, administrators, legal representatives,
successors and assigns.

13. Governing Law. This Agreement shall be governed by and construed
-------------
in accordance with the internal laws of the State of California of the United
States, without regard to that body of law pertaining to choice of law or
conflict of law.

14. Acknowledgements. Optionee acknowledges receipt of and
----------------
understands and agrees to the terms of the this Option and the 1999 Equity
Incentive Plan (the "Plan"). In addition to the above terms, Optionee
understands and agrees to the following:

Australia Stock Option Agreement
1999 Equity Incentive Plan

(a) Optionee acknowledges that as of the date of this Option, such Option and
the Plan set forth the entire understanding between Optionee and the
Company and its Affiliates regarding the acquisition of stock in the
Company and supercedes all prior oral and written agreements pertaining to
this option.

(b) Optionee acknowledges that in order to perform its requirements under this
Plan, the Company and its affiliates may process sensitive personal data
about Optionee. Such data include but are not limited to the information
provided above and any changes thereto and other appropriate personal and
financial data about Optionee. Optionee hereby gives explicit consent to
the Company to process any such personal data and/or sensitive personal
data. Optionee also hereby gives explicit consent to the Company to
transfer any such personal data and/or sensitive personal data outside the
country in which Optionee is employed, and to the United States. The legal
persons for whom such personal data are intended are Interwoven, Inc. and
E*Trade. Optionee has been informed of his/her right of access and
correction to his/her personal data by applying to Xxxxxx Xxx, Interwoven,
Hong Kong.

(c) Optionee authorizes the Company or its Affiliates to withhold from my
compensation the amount, if necessary, to meet any applicable tax
withholding obligation. Optionee agrees that the Company may require
Optionee to enter an arrangement providing for the payment to the Company
of any tax withholding obligation of the Company or its Affiliates arising
by reason of my participation in the Plan, or by the disposition of Shares
acquired through participation in the Plan.

(d) Optionee understands that Interwoven, Inc. has reserved the right to amend
or terminate the Plan at any time, and that the grant of an option under
the Plan at one time does not in any way obligate Interwoven, Inc. or its
Affiliates to grant additional options in any future year or in any given
amount. Optionee acknowledges and understands that the grant of this
Option and any future options granted under the Plan is wholly
discretionary in nature and is not to be considered part of any normal or
expected compensation that is or would be subject to severance,
resignation, redundancy or similar pay, other than to the extent required
by local law.

Australia Stock Option Agreement
1999 Equity Incentive Plan

EXHIBIT A
---------

STOCK OPTION EXERCISE AGREEMENT

Australia Stock Option Agreement
1999 Equity Incentive Plan

INTERWOVEN, INC.
1999 EQUITY INCENTIVE PLAN (the "Plan")
STOCK OPTION EXERCISE AGREEMENT
-------------------------------

I hereby elect to purchase the number of shares of Common Stock of
Interwoven, Inc. (the "Company") as set forth below:
Optionee_______________________ Number of Shares Purchased:____________________
Employee ID Number:____________ Purchase Price per Share:______________________
Address:_______________________ Aggregate Purchase Price:______________________
Exact Name of Title to Shares: Date of Option Agreement:______________________
_______________________________

[ ] through a "same-day-sale" commitment, delivered herewith, from Optionee
and the NASD Dealer named therein, in the amount of
_______________________________.

2. Market Standoff Agreement. Optionee, if requested by the Company and an
underwriter of Common Stock (or other securities) of the Company, agrees not to
sell or otherwise transfer or dispose of any Common Stock (or other securities)
of the Company held by Optionee during the period requested by the managing
underwriter following the effective date of a registration statement of the
Company filed under the Securities Act, provided that all officers and directors
of the Company are required to enter into similar agreements. Such agreement
shall be in writing in a form satisfactory to the Company and such underwriter.
The Company may impose stop-transfer instructions with respect to the shares (or
other securities) subject to the foregoing restriction until the end of such
period.

3. Tax Consequences. OPTIONEE UNDERSTANDS THAT OPTIONEE MAY SUFFER ADVERSE
TAX CONSEQUENCES AS A RESULT OF OPTIONEE'S GRANT, VESTING OR EXERCISE OF OPTION
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.

4. Entire Agreement. The Plan, Notice of Grant and Option Agreement are
incorporated herein by reference. This Exercise Agreement, the Plan, Notice of
Grant and the Option Agreement constitute the entire agreement and understanding
of the parties and supersede in their entirety all prior understandings and
agreements of the Company and Optionee with respect to the subject matter
hereof, and are governed by California law except for that body of law
pertaining to choice of law or conflict of law.

-------------------------------------
Signature of Optionee

-------------------------------------
Date

Brazil Stock Option Agreement
1999 Equity Incentive Plan

INTERWOVEN, INC.

1999 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT FOR EMPLOYEES
-------------------------------------
SUBJECT TO THE LAWS OF BRAZIL
-----------------------------

2. Vesting; Exercise Period.
------------------------

3. Termination.
-----------

Brazil Stock Option Agreement
1999 Equity Incentive Plan

3.3 Termination for Cause. If Optionee is Terminated for Cause,
---------------------
the Option will expire on the Optionee's date of Termination.

4. Manner of Exercise.
------------------

Brazil Stock Option Agreement
1999 Equity Incentive Plan

The terms of the Option shall be binding upon the executors, administrators,
successors and assigns of Optionee.

8. Privileges of Stock Ownership. Optionee shall not have any of the
-----------------------------
rights of a stockholder with respect to any Shares until the Shares are issued
to Optionee.

Brazil Stock Option Agreement
1999 Equity Incentive Plan

EXHIBIT A
---------

STOCK OPTION EXERCISE AGREEMENT

Brazil Stock Option Agreement
1999 Equity Incentive Plan

INTERWOVEN, INC.
1999 EQUITY INCENTIVE PLAN (the "Plan")
STOCK OPTION EXERCISE AGREEMENT
-------------------------------

I hereby elect to purchase the number of shares of Common Stock of
Interwoven, Inc. (the "Company") as set forth below:

Optionee ___________________________________________ Number of Shares Purchased: _________________________________
Employee ID Number: ________________________________ Purchase Price per Share: ___________________________________
Address: ___________________________________________ Aggregate Purchase Price: ___________________________________
Exact Name of Title to Shares: _____________________ Date of Option Agreement: ___________________________________
____________________________________________________

[ ] through a "same-day-sale" commitment, delivered herewith, from Optionee
and the NASD Dealer named therein, in the amount of
_______________________________.

------------------------------------------------------------------
Signature of Optionee

__________________________________________________________________
Date

Canada Stock Option Agreement
1999 Equity Incentive Plan

INTERWOVEN, INC.

1999 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT FOR EMPLOYEES
-------------------------------------
SUBJECT TO THE LAWS OF CANADA
-----------------------------

2. Vesting; Exercise Period.
------------------------

3. Termination.
-----------

Canada Stock Option Agreement
1999 Equity Incentive Plan

3.3 Termination for Cause. If Optionee is Terminated for Cause,
---------------------
the Option will expire on the Optionee's date of Termination.

4. Manner of Exercise.
------------------

Canada Stock Option Agreement
1999 Equity Incentive Plan

The terms of the Option shall be binding upon the executors, administrators,
successors and assigns of Optionee.

8. Privileges of Stock Ownership. Optionee shall not have any of the
-----------------------------
rights of a stockholder with respect to any Shares until the Shares are issued
to Optionee.

Canada Stock Option Agreement
1999 Equity Incentive Plan

-------------------------------------------------
Optionee

-------------------------------------------------
Signature of Optionee

-------------------------------------------------
Date

Canada Stock Option Agreement
1999 Equity Incentive Plan

EXHIBIT A
---------

STOCK OPTION EXERCISE AGREEMENT

Canada Stock Option Agreement
1999 Equity Incentive Plan

INTERWOVEN, INC.
1999 EQUITY INCENTIVE PLAN (the "Plan")
STOCK OPTION EXERCISE AGREEMENT
-------------------------------

I hereby elect to purchase the number of shares of Common Stock of
Interwoven, Inc. (the "Company") as set forth below:

Optionee__________________________________________________________ Number of Shares Purchased:_____________________________________
Employee ID Number:_______________________________________________ Purchase Price per Share:_______________________________________
Address:__________________________________________________________ Aggregate Purchase Price:_______________________________________
Exact Name of Title to Shares:____________________________________ Date of Option Agreement:_______________________________________

[ ] through a "same-day-sale" commitment, delivered herewith, from Optionee
and the NASD Dealer named therein, in the amount of
_______________________________.

--------------------------------------------
Signature of Optionee

--------------------------------------------
Date

France Stock Option Agreement
1999 Equity Incentive Plan

INTERWOVEN, INC.

1999 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT FOR EMPLOYEES
-------------------------------------
SUBJECT TO THE LAWS OF FRANCE
-----------------------------

2. Vesting; Exercise Period.
------------------------

2.2 Vesting of Options. Shares that are vested pursuant to
------------------
the vesting schedule set forth in the Notice of Grant are "Vested Shares."
Shares that are not vested pursuant to the schedule set forth in the Notice of
Grant are "Unvested Shares."

2.3 Expiration. The Option shall expire on the expiration
----------
date set forth in the Notice of Grant, and must be exercised, if at all, on or
before the earlier of the expiration date of the Option or the date on which the
Option is earlier terminated in accordance with the provisions of Section 3
hereof.

3. Termination.
-----------

3.2 Termination Because of Death or Disability. If Optionee
------------------------------------------
is Terminated because of death or Disability of Optionee (or the Optionee dies
within three (3) months after Termination other than for Cause or because of
Disability), then the Option, to the extent that it is vested in accordance with
the schedule in the Notice of Grant on the Termination

France Stock Option Agreement
1999 Equity Incentive Plan

3.3 Termination for Cause. If Optionee is Terminated for
---------------------
Cause, the Option will expire on the Optionee's date of Termination.

4. Manner of Exercise.
------------------

4.1 Stock Option Exercise Agreement. To exercise the
-------------------------------
Option, Optionee (or in the case of exercise after Optionee's death, Optionee's
executor, administrator, heir or legatee, as the case may be) must deliver to
the Company an executed stock option exercise agreement in the form attached
hereto as Exhibit A, or in such other form as may be approved by the Company
---------
from time to time (the "Exercise Agreement"), which shall set forth, inter alia,
----- ----
Optionee's election to exercise the Option, the number of shares being
purchased, any restrictions imposed on the Shares and any representations,
warranties and agreements regarding Optionee's investment intent and access to
information as may be required by the Company to comply with applicable
securities laws. If someone other than Optionee exercises the Option, then such
person must submit documentation reasonably acceptable to the Company that such
person has the right to exercise the Option.

4.2 Limitations on Exercise. The Option may not be
-----------------------
exercised unless such exercise is in compliance with all applicable securities
laws, as they are in effect on the date of exercise.

France Stock Option Agreement
1999 Equity Incentive Plan

The terms of the Option shall be binding upon the executors, administrators,
successors and assigns of Optionee.

8. Privileges of Stock Ownership. Optionee shall not have any of
-----------------------------
the rights of a stockholder with respect to any Shares until the Shares are
issued to Optionee.

France Stock Option Agreement
1999 Equity Incentive Plan

(a) Optionee acknowledges that as of the date of this Option, such Option
and the Plan set forth the entire understanding between Optionee and
the Company and its Affiliates regarding the acquisition of stock in
the Company and supercedes all prior oral and written agreements
pertaining to this option.

(b) Optionee acknowledges that in order to perform its requirements under
this Plan, the Company and its affiliates may process sensitive
personal data about Optionee. Such data include but are not limited to
the information provided above and any changes thereto and other
appropriate personal and financial data about Optionee. Optionee
hereby gives explicit consent to the Company to process any such
personal data and/or sensitive personal data. Optionee also hereby
gives explicit consent to the Company to transfer any such personal
data and/or sensitive personal data outside the country in which
Optionee is employed, and to the United States. The legal persons for
whom such personal data are intended are Interwoven, Inc. and E*Trade.
Optionee has been informed of his/her right of access and correction
to his/her personal data by applying to Xxxxxxx Xxxxxx or his
successor - Pinewood, Chineham Business Park, Crockford Lane,
Chineham, Basingstoke, Hants, RG24 8AL, UK.

(c) Optionee authorizes the Company or its Affiliates to withhold from my
compensation the amount, if necessary, to meet any applicable tax
withholding obligation. Optionee agrees that the Company may require
Optionee to enter an arrangement providing for the payment to the
Company of any tax withholding obligation of the Company or its
Affiliates arising by reason of my participation in the Plan, or by
the disposition of Shares acquired through participation in the Plan.

(d) Optionee understands that Interwoven, Inc. has reserved the right to
amend or terminate the Plan at any time, and that the grant of an
option under the Plan at one time does not in any way obligate
Interwoven, Inc. or its Affiliates to grant additional options in any
future year or in any given amount. Optionee acknowledges and
understands that the grant of this Option and any future options
granted under the Plan is wholly discretionary in nature and is not to
be considered part of any normal or expected compensation that is or
would be subject to severance, resignation, redundancy or similar pay,
other than to the extent required by local law.

---------------------------------
Optionee

---------------------------------
Signature of Optionee

---------------------------------
Date

France Stock Option Agreement
1999 Equity Incentive Plan

EXHIBIT A
---------

STOCK OPTION EXERCISE AGREEMENT

France Stock Option Agreement
1999 Equity Incentive Plan

INTERWOVEN, INC.
1999 EQUITY INCENTIVE PLAN (the "Plan")
STOCK OPTION EXERCISE AGREEMENT
-------------------------------

I hereby elect to purchase the number of shares of Common Stock of
Interwoven, Inc. (the "Company") as set forth below:

Optionee______________________________________ Number of Shares Purchased:_________________________________
Employee ID Number:___________________________ Purchase Price per Share:___________________________________
Address:______________________________________ Aggregate Purchase Price:___________________________________
Exact Name of Title to Shares:________________ Date of Option Agreement:___________________________________
______________________________________________

[ ] through a "same-day-sale" commitment, delivered herewith, from Optionee
and the NASD Dealer named therein, in the amount of
_______________________________.

-----------------------------------
Signature of Optionee

-----------------------------------
Date

Germany Stock Option Agreement
1999 Equity Incentive Plan

INTERWOVEN, INC.

1999 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT FOR EMPLOYEES
-------------------------------------
SUBJECT TO THE LAWS OF GERMANY
------------------------------

2. Vesting; Exercise Period.
------------------------

3. Termination.
-----------

Germany Stock Option Agreement
1999 Equity Incentive Plan

3.3 Termination for Cause. If Optionee is Terminated for Cause,
---------------------
the Option will expire on the Optionee's date of Termination.

4. Manner of Exercise.
------------------

Germany Stock Option Agreement
1999 Equity Incentive Plan

The terms of the Option shall be binding upon the executors, administrators,
successors and assigns of Optionee.

8. Privileges of Stock Ownership. Optionee shall not have any of the
-----------------------------
rights of a stockholder with respect to any Shares until the Shares are issued
to Optionee.

Germany Stock Option Agreement
1999 Equity Incentive Plan

-------------------------------------------------
Optionee

-------------------------------------------------
Signature of Optionee

-------------------------------------------------
Date

Germany Stock Option Agreement
1999 Equity Incentive Plan

EXHIBIT A
---------

STOCK OPTION EXERCISE AGREEMENT

Germany Stock Option Agreement
1999 Equity Incentive Plan

INTERWOVEN, INC.
1999 EQUITY INCENTIVE PLAN (the "Plan")
STOCK OPTION EXERCISE AGREEMENT
-------------------------------

I hereby elect to purchase the number of shares of Common Stock of
Interwoven, Inc. (the "Company") as set forth below:

Optionee_______________________________________________________ Number of Shares Purchased:_____________________________________
Employee ID Number:____________________________________________ Purchase Price per Share:_______________________________________
Address:_______________________________________________________ Aggregate Purchase Price:_______________________________________
Exact Name of Title to Shares:_________________________________ Date of Option Agreement:_______________________________________

[ ] through a "same-day-sale" commitment, delivered herewith, from Optionee
and the NASD Dealer named therein, in the amount of
_______________________________.

------------------------------------------------------------------
Signature of Optionee

------------------------------------------------------------------
Date

Hong Kong Stock Option Agreement
1999 Equity Incentive Plan

INTERWOVEN, INC.

1999 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT FOR EMPLOYEES
------------------------------------
SUBJECT TO THE LAWS OF HONG KONG
--------------------------------

1. Grant of Option. Interwoven, Inc. (the "Company") hereby grants
---------------
to Optionee an option (the "Option") to purchase up to the total number of
shares of Common Stock of the Company set forth in the Notice of Grant
(collectively, the "Shares") at the exercise price set forth in the Notice of
Grant (the "Exercise Price"), subject to all of the terms and conditions of the
Notice of Grant, this Stock Option Agreement (the "Agreement") and the 1999
Equity Incentive Plan (the "Plan"). Capitalized terms not defined herein shall
have the meaning ascribed to them in the Plan.

2. Vesting; Exercise Period.
------------------------

3. Termination.
-----------

3.1 Termination for Any Reason Except Death, Disability or
-------------------------------------------------------
Cause. If Optionee is Terminated for any reason except Optionee's death,
-----
Disability or Cause, then the Option, to the extent (and only to the extent)
that it is vested in accordance with the schedule set forth in the Notice of
Grant on the Termination Date, may be exercised by Optionee no later than three
(3) months after the Termination Date, but in any event no later than the
expiration date.

Hong Kong Stock Option Agreement
1999 Equity Incentive Plan

3.3 Termination for Cause. If Optionee is Terminated for Cause,
---------------------
the Option will expire on the Optionee's date of Termination.

4. Manner of Exercise.
------------------

Hong Kong Stock Option Agreement
1999 Equity Incentive Plan

The terms of the Option shall be binding upon the executors, administrators,
successors and assigns of Optionee.

8. Privileges of Stock Ownership. Optionee shall not have any of the
-----------------------------
rights of a stockholder with respect to any Shares until the Shares are issued
to Optionee.

Hong Kong Stock Option Agreement
1999 Equity Incentive Plan

(a) Optionee acknowledges that as of the date of this Option, such Option
and the Plan set forth the entire understanding between Optionee and
the Company and its Affiliates regarding the acquisition of stock in
the Company and supercedes all prior oral and written agreements
pertaining to this option.

(b) Optionee acknowledges that in order to perform its requirements under
this Plan, the Company and its affiliates may process sensitive
personal data about Optionee. Such data include but are not limited to
the information provided above and any changes thereto and other
appropriate personal and financial data about Optionee. Optionee hereby
gives explicit consent to the Company to process any such personal data
and/or sensitive personal data. Optionee also hereby gives explicit
consent to the Company to transfer any such personal data and/or
sensitive personal data outside the country in which Optionee is
employed, and to the United States. The legal persons for whom such
personal data are intended are Interwoven, Inc. and E*Trade. Optionee
has been informed of his/her right of access and correction to his/her
personal data by applying to Xxxxxx Xxx, Interwoven, Hong Kong.

(c) Optionee authorizes the Company or its Affiliates to withhold from my
compensation the amount, if necessary, to meet any applicable tax
withholding obligation. Optionee agrees that the Company may require
Optionee to enter an arrangement providing for the payment to the
Company of any tax withholding obligation of the Company or its
Affiliates arising by reason of my participation in the Plan, or by the
disposition of Shares acquired through participation in the Plan.

(d) Optionee understands that Interwoven, Inc. has reserved the right to
amend or terminate the Plan at any time, and that the grant of an
option under the Plan at one time does not in any way obligate
Interwoven, Inc. or its Affiliates to grant additional options in any
future year or in any given amount. Optionee acknowledges and
understands that the grant of this Option and any future options
granted under the Plan is wholly discretionary in nature and is not to
be considered part of any normal or expected compensation that is or
would be subject to severance, resignation, redundancy or similar pay,
other than to the extent required by local law.

Hong Kong Stock Option Agreement
1999 Equity Incentive Plan

EXHIBIT A
---------

STOCK OPTION EXERCISE AGREEMENT

Hong Kong Stock Option Agreement
1999 Equity Incentive Plan

INTERWOVEN, INC.
1999 EQUITY INCENTIVE PLAN (the "Plan")
STOCK OPTION EXERCISE AGREEMENT
-------------------------------

I hereby elect to purchase the number of shares of Common Stock of
Interwoven, Inc. (the "Company") as set forth below:

Optionee:___________________________ Number of Shares Purchased:______________
Employee ID Number:_________________ Purchase Price per Share:________________
Address:____________________________ Aggregate Purchase Price:________________
Exact Name of Title to Shares:______ Date of Option Agreement:________________
____________________________________

[_] 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; or

[_] through a "same-day-sale" commitment, delivered herewith, from Optionee
and the NASD Dealer named therein, in the amount of_____________________.

--------------------------------------------
Signature of Optionee

--------------------------------------------
Date

Japan Stock Option Agreement
1999 Equity Incentive Plan

INTERWOVEN, INC.

1999 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT FOR EMPLOYEES
------------------------------------
SUBJECT TO THE LAWS OF JAPAN
----------------------------

2. Vesting; Exercise Period.
------------------------

3. Termination.
-----------

Japan Stock Option Agreement
1999 Equity Incentive Plan

3.3 Termination for Cause. If Optionee is Terminated for Cause,
---------------------
the Option will expire on the Optionee's date of Termination.

4. Manner of Exercise.
------------------

Japan Stock Option Agreement
1999 Equity Incentive Plan

The terms of the Option shall be binding upon the executors, administrators,
successors and assigns of Optionee.

8. Privileges of Stock Ownership. Optionee shall not have any of the
-----------------------------
rights of a stockholder with respect to any Shares until the Shares are issued
to Optionee.

Japan Stock Option Agreement
1999 Equity Incentive Plan

(a) Optionee acknowledges that as of the date of this Option, such Option
and the Plan set forth the entire understanding between Optionee and
the Company and its Affiliates regarding the acquisition of stock in
the Company and supercedes all prior oral and written agreements
pertaining to this option.

(b) Optionee acknowledges that in order to perform its requirements under
this Plan, the Company and its affiliates may process sensitive
personal data about Optionee. Such data include but are not limited to
the information provided above and any changes thereto and other
appropriate personal and financial data about Optionee. Optionee
hereby gives explicit consent to the Company to process any such
personal data and/or sensitive personal data. Optionee also hereby
gives explicit consent to the Company to transfer any such personal
data and/or sensitive personal data outside the country in which
Optionee is employed, and to the United States. The legal persons for
whom such personal data are intended are Interwoven, Inc. and E*Trade.
Optionee has been informed of his/her right of access and correction
to his/her personal data by applying to Xxxxxx Xxx, Interwoven, Hong
Kong.

(c) Optionee authorizes the Company or its Affiliates to withhold from my
compensation the amount, if necessary, to meet any applicable tax
withholding obligation. Optionee agrees that the Company may require
Optionee to enter an arrangement providing for the payment to the
Company of any tax withholding obligation of the Company or its
Affiliates arising by reason of my participation in the Plan, or by
the disposition of Shares acquired through participation in the Plan.

(d) Optionee understands that Interwoven, Inc. has reserved the right to
amend or terminate the Plan at any time, and that the grant of an
option under the Plan at one time does not in any way obligate
Interwoven, Inc. or its Affiliates to grant additional options in any
future year or in any given amount. Optionee acknowledges and
understands that the grant of this Option and any future options
granted under the Plan is wholly discretionary in nature and is not to
be considered part of any normal or expected compensation that is or
would be subject to severance, resignation, redundancy or similar pay,
other than to the extent required by local law.

Japan Stock Option Agreement
1999 Equity Incentive Plan

EXHIBIT A
---------

STOCK OPTION EXERCISE AGREEMENT

Japan Stock Option Agreement
1999 Equity Incentive Plan

INTERWOVEN, INC.
1999 EQUITY INCENTIVE PLAN (the "Plan")
STOCK OPTION EXERCISE AGREEMENT
-------------------------------

I hereby elect to purchase the number of shares of Common Stock of
Interwoven, Inc. (the "Company") as set forth below:

[ ] through a "same-day-sale" commitment, delivered herewith, from Optionee
and the NASD Dealer named therein, in the amount of ______________________.

--------------------------------------------
Signature of Optionee

____________________________________________
Date

Mexico Stock Option Agreement
1999 Equity Incentive Plan

INTERWOVEN, INC.

1999 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT FOR EMPLOYEES
-------------------------------------
SUBJECT TO THE LAWS OF MEXICO
-----------------------------

2. Vesting; Exercise Period.
------------------------

3. Termination.
-----------

Mexico Stock Option Agreement
1999 Equity Incentive Plan

3.3 Termination for Cause. If Optionee is Terminated for Cause,
---------------------
the Option will expire on the Optionee's date of Termination.

4. Manner of Exercise.
------------------

Mexico Stock Option Agreement
1999 Equity Incentive Plan

The terms of the Option shall be binding upon the executors, administrators,
successors and assigns of Optionee.

8. Privileges of Stock Ownership. Optionee shall not have any of the
-----------------------------
rights of a stockholder with respect to any Shares until the Shares are issued
to Optionee.

Mexico Stock Option Agreement
1999 Equity Incentive Plan

(a) Optionee acknowledges that as of the date of this Option, such Option
and the Plan set forth the entire understanding between Optionee and
the Company and its Affiliates regarding the acquisition of stock in
the Company and supercedes all prior oral and written agreements
pertaining to this option.

(b) Optionee acknowledges that in order to perform its requirements under
this Plan, the Company and its affiliates may process sensitive
personal data about Optionee. Such data include but are not limited to
the information provided above and any changes thereto and other
appropriate personal and financial data about Optionee. Optionee hereby
gives explicit consent to the Company to process any such personal data
and/or sensitive personal data. Optionee also hereby gives explicit
consent to the Company to transfer any such personal data and/or
sensitive personal data outside the country in which Optionee is
employed, and to the United States. The legal persons for whom such
personal data are intended are Interwoven, Inc. and E*Trade. Optionee
has been informed of his/her right of access and correction to his/her
personal data by applying to Xxxxxxxx Xxxxxxxx or her successor - 0000
X. Xxxxxxx Xxx., Xxxxxxxxx, XX 00000-0000, XXX.

(c) Optionee authorizes the Company or its Affiliates to withhold from my
compensation the amount, if necessary, to meet any applicable tax
withholding obligation. Optionee agrees that the Company may require
Optionee to enter an arrangement providing for the payment to the
Company of any tax withholding obligation of the Company or its
Affiliates arising by reason of my participation in the Plan, or by the
disposition of Shares acquired through participation in the Plan.

(d) Optionee understands that Interwoven, Inc. has reserved the right to
amend or terminate the Plan at any time, and that the grant of an
option under the Plan at one time does not in any way obligate
Interwoven, Inc. or its Affiliates to grant additional options in any
future year or in any given amount. Optionee acknowledges and
understands that the grant of this Option and any future options
granted under the Plan is wholly discretionary in nature and is not to
be considered part of any normal or expected compensation that is or
would be subject to severance, resignation, redundancy or similar pay,
other than to the extent required by local law.

Mexico Stock Option Agreement
1999 Equity Incentive Plan

EXHIBIT A
---------

STOCK OPTION EXERCISE AGREEMENT

Mexico Stock Option Agreement
1999 Equity Incentive Plan

INTERWOVEN, INC.
1999 EQUITY INCENTIVE PLAN (the "Plan")
STOCK OPTION EXERCISE AGREEMENT
-------------------------------

I hereby elect to purchase the number of shares of Common Stock of
Interwoven, Inc. (the "Company") as set forth below:

Optionee:____________________________ Number of Shares Purchased:____________
Employee ID Number:__________________ Purchase Price per Share:______________
Address:_____________________________ Aggregate Purchase Price:______________
Exact Name of Title to Shares:_______ Date of Option Agreement:______________
_____________________________________

[ ] through a "same-day-sale" commitment, delivered herewith, from Optionee
and the NASD Dealer named therein, in the amount of
_______________________________.

--------------------------------------------
Signature of Optionee

____________________________________________
Date

The Netherlands Stock Option Agreement
1999 Equity Incentive Plan

INTERWOVEN, INC.

1999 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT FOR EMPLOYEES
-------------------------------------
SUBJECT TO THE LAWS OF THE NETHERLANDS
--------------------------------------

2. Vesting; Exercise Period.
------------------------

2.1 Vesting of Shares. The Option shall be exercisable as it vests,
-----------------
unless otherwise indicated in the Notice of Grant. Subject to the terms and
conditions of the Plan and the Agreement, the Option shall vest and become
exercisable as to portions of the Shares pursuant to the vesting schedule
specified in the Notice of Grant, provided that Optionee has continuously
provided services to the Company, or any Parent or Subsidiary of the Company, at
all times during the relevant month.

2.2 Vesting of Options. Shares that are vested pursuant to the vesting
------------------
schedule set forth in the Notice of Grant are "Vested Shares." Shares that are
not vested pursuant to the schedule set forth in the Notice of Grant are
"Unvested Shares."

2.3 Expiration. The Option shall expire on the expiration date set
----------
forth in the Notice of Grant, and must be exercised, if at all, on or before the
earlier of the expiration date of the Option or the date on which the Option is
earlier terminated in accordance with the provisions of Section 3 hereof.

3. Termination.
-----------

3.1 Termination for Any Reason Except Death, Disability or Cause. If
------------------------------------------------------------
Optionee is Terminated for any reason except Optionee's death, Disability or
Cause, then the Option, to the extent (and only to the extent) that it is vested
in accordance with the schedule set forth in the Notice of Grant on the
Termination Date, may be exercised by Optionee no later than three (3) months
after the Termination Date, but in any event no later than the expiration date.

The Netherlands Stock Option Agreement
1999 Equity Incentive Plan

3.3 Termination for Cause. If Optionee is Terminated for Cause, the
---------------------
Option will expire on the Optionee's date of Termination.

3.4 No Obligation to Employ. Nothing in the Plan or this Agreement
-----------------------
shall confer on Optionee any right to continue in the employ of, or 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 Optionee's employment or other relationship at any time,
with or without Cause.

4. Manner of Exercise.
------------------

4.1 Stock Option Exercise Agreement. To exercise the Option, Optionee
-------------------------------
(or in the case of exercise after Optionee's death, Optionee's executor,
administrator, heir or legatee, as the case may be) must deliver to the Company
an executed stock option exercise agreement in the form attached hereto as
Exhibit A, or in such other form as may be approved by the Company from time to
---------
time (the "Exercise Agreement"), which shall set forth, inter alia, Optionee's
----- ----
election to exercise the Option, the number of shares being purchased, any
restrictions imposed on the Shares and any representations, warranties and
agreements regarding Optionee's investment intent and access to information as
may be required by the Company to comply with applicable securities laws. If
someone other than Optionee exercises the Option, then such person must submit
documentation reasonably acceptable to the Company that such person has the
right to exercise the Option.

4.2 Limitations on Exercise. The Option may not be exercised unless
-----------------------
such exercise is in compliance with all applicable securities laws, as they are
in effect on the date of exercise.

4.3 Payment. The Committee may require Optionee to settle payment of
-------
the Exercise Price for the Shares being purchased 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 exercises
this Option and immediately sells 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.
The Committee must notify Optionee of this requirement to settle the Exercise
Price through a "same day sale" of Shares prior to the first vesting date of
this Option. If Company does not invoke this requirement, Optionee may settle
the Exercise Price in accordance with the alternatives listed in Section 1 of
the Exercise Agreement. The Exercise Agreement shall be accompanied by full
payment of the Exercise Price for the Shares being purchased in cash (by check),
or where permitted by federal, state or local law:

The Netherlands Stock Option Agreement
1999 Equity Incentive Plan

(b) 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

4.4 Tax Withholding. Prior to the issuance of the Shares upon exercise
---------------
of the Option, Optionee must pay or provide for any applicable federal, state or
local tax withholding obligations of the Company. The Committee may require
Optionee to provide for payment of withholding taxes upon exercise of the Option
by the immediate sale of Shares acquired from such exercise with a Fair Market
Value equal to the minimum amount of taxes required to be withheld. In such
case, the Company shall issue the net number of Shares to the Optionee by
deducting the Shares retained from the Shares issuable upon exercise.

5. Compliance with Laws and Regulations. The exercise of the Option and
------------------------------------
the issuance and transfer of Shares shall be subject to compliance by the
Company and Optionee with all applicable requirements of federal, state and
local securities laws and with all applicable requirements of any stock exchange
on which the Company's Common Stock may be listed at the time of such issuance
or transfer. Optionee understands that the Company is under no obligation to
register or qualify the Shares with the United States Securities and Exchange
Commission ("SEC"), any state securities commission or any stock exchange to
effect such compliance.

6. Nontransferability of Option. Except as otherwise set forth in Section
----------------------------
11 of the Plan, the Option may not be transferred in any manner other than by
will or by the laws of descent and distribution and may be exercised during the
lifetime of Optionee only by Optionee.

The Netherlands Stock Option Agreement
1999 Equity Incentive Plan

The terms of the Option shall be binding upon the executors, administrators,
successors and assigns of Optionee.

7. Tax Consequences. A brief summary as of the date the Board adopted the
----------------
Plan of some of the tax consequences of grant, vesting and exercise of the
Option and disposition of the Shares is provided as an addendum to this
Agreement. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND
REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISOR BEFORE
EXERCISING THE OPTION OR DISPOSING OF THE SHARES.

8. Privileges of Stock Ownership. Optionee shall not have any of the
-----------------------------
rights of a stockholder with respect to any Shares until the Shares are issued
to Optionee.

10. Entire Agreement. The Plan is incorporated herein by reference. This
----------------
Agreement, the Notice of Grant, the Plan and the Exercise Agreement constitute
the entire agreement and understanding of the parties hereto with respect to the
subject matter hereof and supersede all prior understandings and agreements with
respect to such subject matter.

11. Notices. Any notice required to be given or delivered to the Company
-------
under the terms of this Agreement shall be in writing and addressed to the
Corporate Secretary of the Company at its principal corporate offices. Any
notice required to be given or delivered to Optionee shall be in writing and
addressed to Optionee at the address indicated above or to such other address as
such party may designate in writing from time to time to the Company. All
notices shall be deemed to have been given or delivered upon: personal delivery;
three (3) days after deposit in the United States mail by certified or
registered mail (return receipt requested); one (1) business day after deposit
with any return receipt express courier (prepaid); or one (1) business day after
transmission by facsimile.

12. Successors and Assigns. The Company may assign any of its rights under
----------------------
this Agreement. This Agreement shall be binding upon and inure to the benefit of
the successors and assigns of the Company. Subject to the restrictions on
transfer set forth herein, this Agreement shall be binding upon Optionee and
Optionee's heirs, executors, administrators, legal representatives, successors
and assigns.

13. Governing Law. This Agreement shall be governed by and construed in
-------------
accordance with the internal laws of the State of California of the United
States, without regard to that body of law pertaining to choice of law or
conflict of law.

14. Acknowledgements. Optionee acknowledges receipt of and understands and
----------------
agrees to the terms of the this Option and the 1999 Equity Incentive Plan (the
"Plan"). In addition to the above terms. Optionee understands and agrees to the
following:

The Netherlands Stock Option Agreement
1999 Equity Incentive Plan

(b) Optionee acknowledges that in order to perform its requirements under
this Plan, the Company and its affiliates may process sensitive personal
data about Optionee. Such data include but are not limited to the
information provided above and any changes thereto and other appropriate
personal and financial data about Optionee. Optionee hereby gives
explicit consent to the Company to process any such personal data and/or
sensitive personal data. Optionee also hereby gives explicit consent to
the Company to transfer any such personal data and/or sensitive personal
data outside the country in which Optionee is employed, and to the United
States. The legal persons for whom such personal data are intended are
Interwoven, Inc. and E*Trade. Optionee has been informed of his/her right
of access and correction to his/her personal data by applying to Xxxxxxx
Xxxxxx or his successor - Pinewood, Chineham Business Park, Crockford
Lane, Chineham, Basingstoke, Hants, RG24 8AL, UK.

(c) Optionee authorizes the Company or its Affiliates to withhold from my
compensation the amount, if necessary, to meet any applicable tax
withholding obligation. Optionee agrees that the Company may require
Optionee to enter an arrangement providing for the payment to the Company
of any tax withholding obligation of the Company or its Affiliates
arising by reason of my participation in the Plan, or by the disposition
of Shares acquired through participation in the Plan.

(d) Optionee understands that Interwoven, Inc. has reserved the right to
amend or terminate the Plan at any time, and that the grant of an option
under the Plan at one time does not in any way obligate Interwoven, Inc.
or its Affiliates to grant additional options in any future year or in
any given amount. Optionee acknowledges and understands that the grant of
this Option and any future options granted under the Plan is wholly
discretionary in nature and is not to be considered part of any normal or
expected compensation that is or would be subject to severance,
resignation, redundancy or similar pay, other than to the extent required
by local law.

-------------------------------------------------
Optionee

-------------------------------------------------
Signature of Optionee

-------------------------------------------------
Date

The Netherlands Stock Option Agreement
1999 Equity Incentive Plan

EXHIBIT A
---------

STOCK OPTION EXERCISE AGREEMENT

The Netherlands Stock Option Agreement
1999 Equity Incentive Plan

INTERWOVEN, INC.
1999 EQUITY INCENTIVE PLAN (the "Plan")
Stock Option Exercise Agreement
-------------------------------

I hereby elect to purchase the number of shares of Common Stock of
Interwoven, Inc. (the "Company") as set forth below:

Optionee__________________________________________ Number of Shares Purchased:_________________________________________
Employee ID Number:_______________________ Purchase Price per Share:___________________________________________
Address:__________________________________________ Aggregate Purchase Price:___________________________________________
Exact Name of Title to Shares:____________________ Date of Option Agreement:___________________________________________
__________________________________________________

[ ] 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; or

[ ] through a "same-day-sale" commitment, delivered herewith, from Optionee and
the NASD Dealer named therein, in the amount of
_______________________________.

3. Tax Consequences. OPTIONEE UNDERSTANDS THAT OPTIONEE MAY SUFFER ADVERSE TAX
CONSEQUENCES AS A RESULT OF OPTIONEE'S GRANT, VESTING OR EXERCISE OF OPTION 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.

-----------------------------------------------
Signature of Optionee

-----------------------------------------------
Date

Singapore Stock Option Agreement
1999 Equity Incentive Plan

INTERWOVEN, INC.

1999 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT FOR EMPLOYEES
-------------------------------------
SUBJECT TO THE LAWS OF SINGAPORE
--------------------------------

2. Vesting; Exercise Period.
------------------------

3. Termination.
-----------

Singapore Stock Option Agreement
1999 Equity Incentive Plan

3.3 Termination for Cause. If Optionee is Terminated for Cause,
---------------------
the Option will expire on the Optionee's date of Termination.

4. Manner of Exercise.
------------------

Singapore Stock Option Agreement
1999 Equity Incentive Plan

The terms of the Option shall be binding upon the executors, administrators,
successors and assigns of Optionee.

8. Privileges of Stock Ownership. Optionee shall not have any of the
-----------------------------
rights of a stockholder with respect to any Shares until the Shares are issued
to Optionee.

Singapore Stock Option Agreement
1999 Equity Incentive Plan

EXHIBIT A
---------

STOCK OPTION EXERCISE AGREEMENT

Singapore Stock Option Agreement
1999 Equity Incentive Plan

INTERWOVEN, INC.
1999 EQUITY INCENTIVE PLAN (the "Plan")
STOCK OPTION EXERCISE AGREEMENT
-------------------------------

I hereby elect to purchase the number of shares of Common Stock of
Interwoven, Inc. (the "Company") as set forth below:

Optionee_________________________________________________ Number of Shares Purchased:_____________________________________
Employee ID Number:______________________________________ Purchase Price per Share:_______________________________________
Address:_________________________________________________ Aggregate Purchase Price:_______________________________________
Exact Name of Title to Shares:___________________________ Date of Option Agreement:_______________________________________
_________________________________________________________

[ ] through a "same-day-sale" commitment, delivered herewith, from Optionee
and the NASD Dealer named therein, in the amount of
_______________________________.

--------------------------------------------
Signature of Optionee

--------------------------------------------
Date

Spain Stock Option Agreement
1999 Equity Incentive Plan

INTERWOVEN, INC.

1999 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT FOR EMPLOYEES
------------------------------------
SUBJECT TO THE LAWS OF SPAIN
----------------------------

2. Vesting; Exercise Period.
------------------------

3. Termination.
-----------

Spain Stock Option Agreement
1999 Equity Incentive Plan

3.3 Termination for Cause. If Optionee is Terminated for Cause,
---------------------
the Option will expire on the Optionee's date of Termination.

4. Manner of Exercise.
------------------

Spain Stock Option Agreement
1999 Equity Incentive Plan

The terms of the Option shall be binding upon the executors, administrators,
successors and assigns of Optionee.

8. Privileges of Stock Ownership. Optionee shall not have any of the
-----------------------------
rights of a stockholder with respect to any Shares until the Shares are issued
to Optionee.

Spain Stock Option Agreement
1999 Equity Incentive Plan

(a) Optionee acknowledges that as of the date of this Option, such Option
and the Plan set forth the entire understanding between Optionee and
the Company and its Affiliates regarding the acquisition of stock in
the Company and supercedes all prior oral and written agreements
pertaining to this option.

(b) Optionee acknowledges that in order to perform its requirements under
this Plan, the Company and its affiliates may process sensitive
personal data about Optionee. Such data include but are not limited to
the information provided above and any changes thereto and other
appropriate personal and financial data about Optionee. Optionee
hereby gives explicit consent to the Company to process any such
personal data and/or sensitive personal data. Optionee also hereby
gives explicit consent to the Company to transfer any such personal
data and/or sensitive personal data outside the country in which
Optionee is employed, and to the United States. The legal persons for
whom such personal data are intended are Interwoven, Inc. and E*Trade.
Optionee has been informed of his/her right of access and correction
to his/her personal data by applying to Xxxxxxx Xxxxxx or his
successor - Pinewood, Chineham Business Park, Crockford Lane,
Chineham, Basingstoke, Hants, RG24 8AL, UK.

(c) Optionee authorizes the Company or its Affiliates to withhold from my
compensation the amount, if necessary, to meet any applicable tax
withholding obligation. Optionee agrees that the Company may require
Optionee to enter an arrangement providing for the payment to the
Company of any tax withholding obligation of the Company or its
Affiliates arising by reason of my participation in the Plan, or by
the disposition of Shares acquired through participation in the Plan.

(d) Optionee understands that Interwoven, Inc. has reserved the right to
amend or terminate the Plan at any time, and that the grant of an
option under the Plan at one time does not in any way obligate
Interwoven, Inc. or its Affiliates to grant additional options in any
future year or in any given amount. Optionee acknowledges and
understands that the grant of this Option and any future options
granted under the Plan is wholly discretionary in nature and is not to
be considered part of any normal or expected compensation that is or
would be subject to severance, resignation, redundancy or similar pay,
other than to the extent required by local law.

-------------------------------------------------
Optionee

-------------------------------------------------
Signature of Optionee

-------------------------------------------------
Date

Spain Stock Option Agreement
1999 Equity Incentive Plan

EXHIBIT A
---------

STOCK OPTION EXERCISE AGREEMENT

Spain Stock Option Agreement
1999 Equity Incentive Plan

INTERWOVEN, INC.
1999 EQUITY INCENTIVE PLAN (the "Plan")
STOCK OPTION EXERCISE AGREEMENT
-------------------------------

I hereby elect to purchase the number of shares of Common Stock of
Interwoven, Inc. (the "Company") as set forth below:

Optionee:____________________________ Number of Shares Purchased:_____________
Employee ID Number:__________________ Purchase Price per Share:_______________
Address:_____________________________ Aggregate Purchase Price:_______________
Exact Name of Title to Shares:_______ Date of Option Agreement:_______________
_____________________________________

[ ] through a "same-day-sale" commitment, delivered herewith, from Optionee
and the NASD Dealer named therein, in the amount of_______________________.

---------------------------------------
Signature of Optionee

---------------------------------------
Date

Sweden Stock Option Agreement
1999 Equity Incentive Plan

INTERWOVEN, INC.

1999 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT FOR EMPLOYEES
-------------------------------------
SUBJECT TO THE LAWS OF SWEDEN
-----------------------------

2. Vesting; Exercise Period.
------------------------

3. Termination.
-----------

Sweden Stock Option Agreement
1999 Equity Incentive Plan

3.3 Termination for Cause. If Optionee is Terminated for Cause,
---------------------
the Option will expire on the Optionee's date of Termination.

4. Manner of Exercise.
------------------

Sweden Stock Option Agreement
1999 Equity Incentive Plan

The terms of the Option shall be binding upon the executors, administrators,
successors and assigns of Optionee.

8. Privileges of Stock Ownership. Optionee shall not have any of the
-----------------------------
rights of a stockholder with respect to any Shares until the Shares are issued
to Optionee.

Sweden Stock Option Agreement
1999 Equity Incentive Plan

-------------------------------------------------
Optionee

-------------------------------------------------
Signature of Optionee

-------------------------------------------------
Date

Sweden Stock Option Agreement
1999 Equity Incentive Plan

EXHIBIT A
---------

STOCK OPTION EXERCISE AGREEMENT

Sweden Stock Option Agreement
1999 Equity Incentive Plan

INTERWOVEN, INC.
1999 EQUITY INCENTIVE PLAN (the "Plan")
Stock Option Exercise Agreement
-------------------------------

I hereby elect to purchase the number of shares of Common Stock of
Interwoven, Inc. (the "Company") as set forth below:

Optionee________________________________________________ Number of Shares Purchased:_____________________________________
Employee ID Number:_____________________________________ Purchase Price per Share:_______________________________________
Address:________________________________________________ Aggregate Purchase Price:_______________________________________
Exact Name of Title to Shares:__________________________ Date of Option Agreement:_______________________________________

[ ] through a "same-day-sale" commitment, delivered herewith, from Optionee
and the NASD Dealer named therein, in the amount of
_______________________________.

------------------------------------------------------------------
Signature of Optionee

------------------------------------------------------------------
Date

No.______

INTERWOVEN, INC.

1999 EQUITY INCENTIVE PLAN
INLAND REVENUE APPROVED RULES FOR UK EMPLOYEES
("THE SUB-PLAN")

STOCK OPTION AGREEMENT
----------------------

This Stock Option Agreement (this "Agreement") is made and entered
into as of the Date of Grant set forth below (the "Date of Grant") by and
between Interwoven, Inc., a Delaware corporation (the "Company"), and the
Optionee named below ("Optionee"). Capitalized terms not defined herein shall
have the meanings ascribed to them in the Company's 1999 Equity Incentive Plan
(the "Plan") - Inland Revenue Approved Rules for UK Employees (together referred
to as (the "Sub-Plan")

Optionee: _____________________________________________________
National Insurance Number: _____________________________________________________
Optionee's Address: _____________________________________________________
_____________________________________________________
Total Option Shares: _____________________________________________________
Exercise Price Per Share: _____________________________________________________
Date of Grant: _____________________________________________________
Vesting Start Date: _____________________________________________________
Expiration Date: _____________________________________________________
(unless earlier terminated under Section 3 hereof)
Type of Stock Option
(Check one): [ ] Incentive Stock Option
[X] Nonqualified Stock Option

1. Grant of Option. The Company hereby grants to Optionee an option
---------------
(this "Option") to purchase up to the total number of shares of Common Stock of
the Company set forth above as Total Option Shares (collectively, the "Shares")
at the Exercise Price Per Share set forth above (the "Exercise Price"), subject
to all of the terms and conditions of this Agreement and the Plan.

2. Vesting; Exercise Period.
------------------------

Stock Option Agreement
1999 Equity Incentive Plan
UK Sub-Plan

2.1 Vesting of Shares. This Option shall be exercisable as it
-----------------
vests. Subject to the terms and conditions of the Sub-Plan and this Agreement,
this Option shall vest and become exercisable as to portions of the Shares as
follows: (a) this Option shall not be exercisable with respect to any of the
Shares until _________________, 20___ (the "First Vesting Date"); (b) if
Optionee has continuously provided services to the Company, or any Parent or
Subsidiary of the Company, then on the First Vesting Date, this Option shall
become exercisable as to twenty-five percent (25%) of the Shares; and (c)
thereafter this Option shall become exercisable as to an additional 2.08333% of
the Shares on each monthly anniversary of the First Vesting Date, provided that
Optionee has continuously provided services to the Company, or any Parent or
Subsidiary of the Company, at all times during the relevant month. This Option
shall cease to vest upon Optionee's Termination and Optionee shall in no event
be entitled under this Option to purchase a number of shares of the Company's
Common Stock greater than the "Total Option Shares."

2.2 Vesting of Options. Shares that are vested pursuant to the
------------------
schedule set forth in Section 2.1 hereof are "Vested Shares." Shares that are
not vested pursuant to the schedule set forth in Section 2.1 hereof are
"Unvested Shares."

2.3 Expiration. This Option shall expire on the Expiration Date
----------
set forth above and must be exercised, if at all, on or before the earlier of
the Expiration Date or the date on which this Option is earlier terminated in
accordance with the provisions of Section 3 hereof.

3. Termination.
-----------

3.1 Termination for Any Reason Except Death, Disability or Cause.
------------------------------------------------------------
If Optionee is Terminated for any reason except Optionee's death, Disability or
Cause, then this Option, to the extent (and only to the extent) that it is
vested in accordance with the schedule set forth in Section 2.1 hereof on the
Termination Date, may be exercised by Optionee no later than three (3) months
after the Termination Date, but in any event no later than the Expiration Date.

3.3 Termination for Cause. If Optionee is Terminated for Cause,
---------------------
this Option will expire on the Optionee's date of Termination.

3.4 No Obligation to Employ. Nothing in the Sub-Plan or this
-----------------------
Agreement shall confer on Optionee any right to continue in the employ of, the
Company or any Parent or Subsidiary of the Company, or limit in any way the
right of the Company or any Parent

Stock Option Agreement
1999 Equity Incentive Plan
UK Sub-Plan

or Subsidiary of the Company to terminate Optionee's employment at any time,
with or without Cause.

4. Manner of Exercise.
------------------

4.1 Stock Option Exercise Agreement. To exercise this Option,
-------------------------------
Optionee (or in the case of exercise after Optionee's death, Optionee's
executor, or administrator, as the case may be) must deliver to the Company an
executed stock option exercise agreement in the form attached hereto as Exhibit
-------
A, or in such other form as may be approved by the Company from time to time
-
(the "Exercise Agreement"), which shall set forth, inter alia, Optionee's
----- ----
election to exercise this Option, the number of shares being purchased, and any
representations, warranties and agreements regarding Optionee's investment
intent and access to information as may be required by the Company to comply
with applicable securities laws. If someone other than Optionee exercises this
Option, then such person must submit documentation reasonably acceptable to the
Company that such person has the right to exercise this Option.

4.2 Limitations on Exercise. This Option may not be exercised
-----------------------
unless such exercise is in compliance with all applicable federal and state
securities laws, as they are in effect on the date of exercise. This Option may
not be exercised as to fewer than 100 Shares unless it is exercised as to all
Shares as to which this Option is then exercisable.

4.3 Payment. The Exercise Agreement shall be accompanied by full
-------
payment of the Exercise Price for the Shares being purchased in cash or by
check.

4.4 Tax Withholding. Prior to the issuance of the Shares upon
---------------
exercise of this Option, Optionee must pay or provide for any applicable federal
or state withholding obligations of the Company. If the Committee permits,
Optionee may provide for payment of withholding taxes upon exercise of this
Option by requesting that the Company retain Shares with a Fair Market Value
equal to the minimum amount of taxes required to be withheld. In such case, the
Company shall issue the net number of Shares to the Optionee by deducting the
Shares retained from the Shares issuable upon exercise.

4.5 Issuance of Shares. Provided that the Exercise Agreement and
------------------
payment are in form and substance satisfactory to counsel for the Company, the
Company shall issue the Shares registered in the name of Optionee, or Optionee's
legal representative, and shall deliver certificates representing the Shares
with the appropriate legends affixed thereto.

5. Compliance with Laws and Regulations. The exercise of this Option
------------------------------------
and the issuance and transfer of Shares shall be subject to compliance by the
Company and Optionee with all applicable requirements of federal and state
securities laws and with all applicable requirements of any stock exchange on
which the Company's Common Stock may be listed at the time of such issuance or
transfer. Optionee understands that the Company is under no obligation to
register or qualify the Shares with the SEC, any state securities commission or
any stock exchange to effect such compliance.

Stock Option Agreement
1999 Equity Incentive Plan
UK Sub-Plan

6. Nontransferability of Option. This Option may not be transferred
----------------------------
in any manner and may be exercised during the lifetime of Optionee only by
Optionee. The terms of this Option shall be binding upon the executors and
administrators of Optionee.

7. Tax Consequences. Set forth below is a brief summary as of the
----------------
date the Board adopted the Sub-Plan of some of the UK tax consequences of
exercise of this Option. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX
LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX
ADVISOR BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

7.1 Exercise of Stock Option. No income tax will be payable when
------------------------
you exercise the Option provided that the Sub-Plan is still approved by the
Inland Revenue and:

[ ] at least three years, and no more than ten years have elapsed
from the Date of Xxxxx, and

[ ] more than three years have elapsed since the date on which you
last exercised an option obtained under an approved share option scheme (except
a savings related scheme) for which income tax relief was given.

An exercise outside of the above parameters will give rise to
taxable income equal to the excess, if any, of the Fair Market Value of the
shares on the date of exercise over the Exercise Price. As the grant of the
Option is under an Inland Revenue Approved plan, this will be collected via your
self assessment rather than the PAYE system.

7.2 Withholding. The Company may be required to withhold from
-----------
Participant's compensation or collect from the Participant and pay to the
applicable taxing authorities an amount equal to a percentage of this
compensation income.

8. Privileges of Stock Ownership. Optionee shall not have any of the
-----------------------------
rights of a stockholder with respect to any Shares until the Shares are issued
to Optionee.

10. Entire Agreement. The Sub-Plan is incorporated herein by
----------------
reference. This Agreement and the Sub-Plan and the Exercise Agreement
constitute the entire agreement and understanding of the parties hereto with
respect to the subject matter hereof and supersede all prior understandings and
agreements with respect to such subject matter.

Stock Option Agreement
1999 Equity Incentive Plan
UK Sub-Plan

other address as such party may designate in writing from time to time to the
Company. All notices shall be deemed to have been given or delivered upon:
personal delivery; three (3) days after deposit in the United States mail by
certified or registered mail (return receipt requested); one (1) business day
after deposit with any return receipt express courier (prepaid); or one (1)
business day after transmission by facsimile.

12. Successors and Assigns. The Company may assign any of its rights
----------------------
under this Agreement. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer set forth herein, this Agreement shall be binding upon
Optionee and Optionee's executors, administrators and legal representatives.

13. Governing Law. This Agreement shall be governed by and construed
-------------
in accordance with the internal laws of the State of California, without regard
to that body of law pertaining to choice of law or conflict of law.

15. Acceptance. Optionee hereby acknowledges receipt of a copy of the
----------
Sub-Plan and this Agreement. Optionee has read and understands the terms and
provisions thereof, and accepts this Option subject to all the terms and
conditions of the Sub-Plan and this Agreement. Optionee acknowledges that there
may be adverse tax consequences upon exercise of this Option or disposition of
the Shares and that the Company has advised Optionee to consult a tax advisor
prior to such exercise or disposition.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
in duplicate by its duly authorized representative and Optionee has executed
this Agreement in duplicate as of the Date of Grant.

INTERWOVEN, INC. OPTIONEE

By:_____________________________ ____________________________________
(Signature)
Xxxxx X. Xxxxx
________________________________ ____________________________________
(Please print name) (Please print name)

Sr. Vice President & Chief Financial Officer
--------------------------------------------
(Please print title)

EXHIBIT A
---------

STOCK OPTION EXERCISE AGREEMENT

Exhibit A
---------

INTERWOVEN, INC.
1999 EQUITY INCENTIVE PLAN (the "Plan")
INLAND REVENUE APPROVED RULES FOR UK EMPLOYEES
("THE SUB-PLAN")
STOCK OPTION EXERCISE AGREEMENT
-------------------------------

I hereby elect to purchase the number of shares of Common Stock of
INTERWOVEN, INC. (the "Company") as set forth below:

Optionee_________________________________ Number of Shares Purchased:________________________
National Insurance 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:_____________
[ X ] Nonqualified Stock Option ___________________________________________

1. Delivery of Purchase Price. Optionee hereby delivers to the Company the
Aggregate Purchase Price, to the extent permitted in the Option Agreement (the
"Option Agreement") as follows (check as applicable and complete):

[ X ] in cash (by check) in the amount of $_____________________, receipt of
which is acknowledged by the Company;

3. Entire Agreement. The Sub-Plan and Option Agreement are incorporated
herein by reference. This Exercise Agreement, the Sub-Plan and the Option
Agreement constitute the entire agreement and understanding of the parties and
supersede in their entirety all prior understandings and agreements of the
Company and Optionee with respect to the subject matter hereof, and are governed
by California law except for that body of law pertaining to choice of law or
conflict of law.

Date:____________________________________ _________________________________________________
Signature of Optionee

The United Kingdom Stock Option Agreement
1999 Equity Incentive Plan

INTERWOVEN, INC.

1999 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT FOR EMPLOYEES
------------------------------------
SUBJECT TO THE LAWS OF THE UNITED KINGDOM
-----------------------------------------

2. Vesting; Exercise Period.
------------------------

3. Termination.
-----------

3.3 Termination for Cause. If Optionee is Terminated for Cause,
---------------------
the Option will expire on the Optionee's date of Termination.

The United Kingdom Stock Option Agreement
1999 Equity Incentive Plan

Subsidiary of the Company, or limit in any way the right of the Company or any
Parent or Subsidiary of the Company to terminate Optionee's employment or other
relationship at any time, with or without Cause.

4. Manner of Exercise.
------------------

4.4 Income Tax Withholding. Interwoven UK Ltd. ("the Employer") is
----------------------
Optionee's employer. Where, in relation to this Option, the Employer is liable,
or is in accordance with current practice believed by the Employer to be liable,
to account to the Inland Revenue for any sum in respect of income tax under Pay
As You Earn ("PAYE") (and it is not reasonably practicable to make a withholding
at source), the Option may not be exercised, assigned or released unless (as
determined by the Employer) Optionee has at Optionee's election;

(i) delivered a check to the Employer sufficient to discharge the PAYE
tax due; or

The United Kingdom Stock Option Agreement
1999 Equity Incentive Plan

(ii) in the case of an exercise of an Option, has (a) arranged to sell
sufficient shares which Optionee is entitled to receive on the exercise of
the Option through a Company-designated broker and (b) instructed the
broker to immediately remit sufficient funds from such sale to the Company
to enable the Employer to satisfy the PAYE tax due. Such funds shall be
transmitted to the Employer within 30 days of the exercise of the Option or
(if earlier) within 14 days of the end of the tax month during which the
exercise of the Option occurred.

The question whether PAYE is to be accounted for, and if so, the amount
due upon the exercise, assignment or release (as the case may be) shall be
assessed by the Company having regard to the income tax rates in force at that
time, taking into account relief for Secondary Contributions that are payable by
Optionee (if any) and the prevailing legislation. The Company's assessment
shall be final and binding on Optionee.

4.5 Election. The Employer has authorized the Company to enter into the
--------
following election with Optionee.

a. Optionee acknowledges that to the extent Optionee is subject to income
tax pursuant to Section 135 of the U.K. Income and Corporation Taxes Act 1988
and to Class 1 NIC pursuant to Section 4 of the U.K. Social Security
Contributions and Benefits Act 1992 (the "SSCBA"), Optionee shall be liable to
pay the employee's primary Class 1 National Insurance Contributions (the
"Primary Contributions") upon the occurrence of the event giving rise to the
charge (the "Chargeable Event"), pursuant to section 4(4)(a) of the SSCBA. The
Primary Contributions (if any) shall be payable with respect to the difference
between the Fair Market Value (on the date of exercise of the Option) of the
shares acquired upon exercise of the Option and the Exercise Price or otherwise
on the gain arising as a result of the Chargeable Event.

b. Subject to an election to the contrary, the Employer is liable to pay
secondary Class 1 National Insurance Contributions upon the occurrence of the
Chargeable Event (the "Secondary Contributions"). Optionee and the Company (on
behalf of the Employer) hereby elect that the entire liability (if any) to pay
Secondary Contributions is hereby transferred to Optionee. The Secondary
Contributions shall be payable with respect to the difference between the Fair
Market Value (on the date of the exercise of the Option) of the shares and the
Exercise Price or otherwise on the gain as a result of the Chargeable Event.

c. Optionee hereby authorizes the Company to collect Primary and Secondary
Contributions from Optionee at the time of the Chargeable Event by requiring
Optionee, at Optionee's election:

(i) to deliver a check to the Employer at that time, or

(ii) to (a) sell some of the shares which Optionee is entitled to
receive on the exercise of the Option (where applicable) through a Company-
designated broker and (b) instructing the broker to immediately remit
sufficient funds from such sale to the Company to satisfy the Secondary
Contributions. Such funds shall be transmitted to the Employer within 30
days of the exercise of the Option or (if earlier) within 14 days of the
end of the tax month during which the exercise of the Option occurred.

The determination of whether Primary and / or Secondary Contributions
are to be accounted for and if so the amount due upon the occurrence of the
Chargeable Event shall be assessed by the Company having regard to the National
Insurance Contribution rates in force at the time of the Chargeable Event and
the prevailing legislation. The Company's determination shall be final and
binding on Optionee.

d. Optionee and the Company (on behalf of the Employer) agree to be bound
by the terms of this Election.

e. This Election shall continue in effect until such time (if ever) as
both Optionee and the Company (on behalf of the Employer) agree that it should
cease to have effect.

The United Kingdom Stock Option Agreement
1999 Equity Incentive Plan

In the event that the Inland Revenue notifies the Employer that the
approval has been withdrawn in relation to any future Elections, the Employer
will notify Optionee within 14 days of receipt of the notice of withdrawal.

f. The Employer agrees to pay the Secondary Contributions to the Inland
Revenue on behalf of Optionee within 14 days after the end of the tax month
during which the Chargeable Event occurred. The Employer will report to the
Inland Revenue:

(i) details of the amount of NIC arising upon occurrence of the
Chargeable Event;

(ii) the amount of the liability which was transferred by way of the
Election; and

(iii) the date on which the transferred liability was paid to the
Collector of Taxes.

The Company undertakes to provide the Employer with sufficient
information to enable the Employer to comply with the above reporting
requirements.

g. The arrangements for the payment of Primary and Secondary Contributions
(where due) by the Optionee shall apply whether the Optionee has ceased
employment or has left the UK.

4.6 Issuance of Shares. Provided that the Exercise Agreement and
------------------
payment are in form and substance satisfactory to counsel for the Company, the
Company shall issue the Shares registered in the name of Optionee, Optionee's
authorized assignee, or Optionee's legal representative, and shall deliver
certificates representing the Shares with the appropriate legends affixed
thereto.

8. Privileges of Stock Ownership. Optionee shall not have any of the
-----------------------------
rights of a stockholder with respect to any Shares until the Shares are issued
to Optionee.

The United Kingdom Stock Option Agreement
1999 Equity Incentive Plan

14. Acknowledgements. Optionee acknowledges receipt of and understands
----------------
and agrees to the terms of the this Option and the 1999 Equity Incentive Plan
(the "Plan"). In addition to the above terms, Optionee understands and agrees to
the following:

(a) Optionee acknowledges that as of the date of this Option, such Option
and the Plan set forth the entire understanding between Optionee and
the Company and its Affiliates regarding the acquisition of stock in
the Company and supercedes all prior oral and written agreements
pertaining to this option.

(b) Optionee acknowledges that in order to perform its requirements under
this Plan, the Company and its affiliates may process sensitive
personal data about Optionee. Such data include but are not limited to
the information provided above and any changes thereto and other
appropriate personal and financial data about Optionee. Optionee
hereby gives explicit consent to the Company to process any such
personal data and/or sensitive personal data. Optionee also hereby
gives explicit consent to the Company to transfer any such personal
data and/or sensitive personal data outside the country in which
Optionee is employed, and to the United States. The legal persons for
whom such personal data are intended are Interwoven, Inc. and E*Trade.
Optionee has been informed of his/her right of access and correction
to his/her personal data by applying to Xxxxxxx Xxxxxx or his
successor - Pinewood, Chineham Business Park, Crockford Lane,
Chineham, Basingstoke, Hants, RG24 8AL, UK.

(c) Optionee authorizes the Company or its Affiliates to withhold from my
compensation the amount, if necessary, to meet any applicable tax
withholding obligation. Optionee agrees that the Company may require
Optionee to enter an arrangement providing for the payment to the
Company of any tax withholding obligation of the Company or its
Affiliates arising by reason of my participation in the Plan, or by
the disposition of Shares acquired through participation in the Plan.

(d) Optionee understands that Interwoven, Inc. has reserved the right to
amend or terminate the Plan at any time, and that the grant of an
option under the Plan at one time does not in any way obligate
Interwoven, Inc. or its Affiliates to grant additional options in any
future year or in any given amount. Optionee acknowledges and
understands that the grant of this Option and any future options
granted under the Plan is wholly discretionary in nature and is not to
be considered part of any normal or expected compensation that is or
would be subject to severance, resignation, redundancy or similar pay,
other than to the extent required by local law.

The United Kingdom Stock Option Agreement
1999 Equity Incentive Plan

INTERWOVEN, INC.

By:________________________________

____________________________________ Its: ______________________________
Signature of Optionee

Printed Name: ______________________

Date:_______________________________ Date: _____________________________

The United Kingdom Stock Option Agreement
1999 Equity Incentive Plan

INTERWOVEN, INC.
1999 EQUITY INCENTIVE PLAN (the "Plan")
STOCK OPTION EXERCISE AGREEMENT
-------------------------------

I hereby elect to purchase the number of shares of Common Stock of
Interwoven, Inc. (the "Company") as set forth below:

Optionee:________________________________ Number of Shares Purchased:__________
Employee ID Number:______________________ Purchase Price per Share:____________
Address:_________________________________ Aggregate Purchase Price:____________
Exact Name of Title to Shares:___________ Date of Option Agreement:____________
_________________________________________

[ ] through a "same-day-sale" commitment, delivered herewith, from Optionee
and the NASD Dealer named therein, in the amount of ______________________.

_________________________________
Signature of Optionee

_________________________________
Date

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Interwoven, Inc. Stock Option Agreement 1999 Equity Incentive Plan INTERWOVEN, INC. 1999 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT ---------------------- 1. Grant of Option. Interwoven, Inc. (the "Company") hereby grants to --------------- Optionee...

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