-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EflUjdGozZH7z6C2Dcq7EcDkiVeHdLcZ5eXV4GxeFTVgArv2lU5l4DxFWY5wcd+z OCZYz0UOWetVHfJ3Zm7qsw== 0000929624-01-500089.txt : 20010424 0000929624-01-500089.hdr.sgml : 20010424 ACCESSION NUMBER: 0000929624-01-500089 CONFORMED SUBMISSION TYPE: SC TO-I PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20010420 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERWOVEN INC CENTRAL INDEX KEY: 0001042431 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943221352 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I SEC ACT: SEC FILE NUMBER: 005-58213 FILM NUMBER: 1608071 BUSINESS ADDRESS: STREET 1: 1195 W FREMONT AVE STREET 2: STE 2000 CITY: SUNNYVALE STATE: CA ZIP: 94087 BUSINESS PHONE: 4087742000 MAIL ADDRESS: STREET 1: 1195 W FREMONT AVE STREET 2: STE 2000 CITY: SUNNYVALE STATE: CA ZIP: 94087 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERWOVEN INC CENTRAL INDEX KEY: 0001042431 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943221352 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I BUSINESS ADDRESS: STREET 1: 1195 W FREMONT AVE STREET 2: STE 2000 CITY: SUNNYVALE STATE: CA ZIP: 94087 BUSINESS PHONE: 4087742000 MAIL ADDRESS: STREET 1: 1195 W FREMONT AVE STREET 2: STE 2000 CITY: SUNNYVALE STATE: CA ZIP: 94087 SC TO-I 1 dsctoi.txt SCHEDULE TO - ISSUER TENDER OFFER RULE 13E-4 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Schedule TO (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934. Interwoven, Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, par value $0.001 Per Share, (Title of Class of Securities) 46114T 10 2 (CUSIP Number of Class of Securities) David M. Allen Senior Vice President, Chief Financial Officer and Secretary Interwoven, Inc. 1195 W. Fremont Avenue Sunnyvale, California 94087 (408) 774-2000 (Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons) Copies to: Horace L. Nash, Esq. Nicholas S. Khadder, Esq. Fenwick & West LLP Two Palo Alto Square Palo Alto, CA 94306 (650) 494-0600 CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee - -------------------------------------------------------------------------------- $304,887,879 $60,978 - -------------------------------------------------------------------------------- * Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 31,759,154 shares of common stock of Interwoven, Inc. will be exchanged pursuant to this offer. The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the value of the securities proposed to be acquired. The value of the securities proposed to be acquired was calculated to be $9.60 based on the Black-Scholes option pricing model. [_] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid:_________________________________________________________ Form or Registration No.:_______________________________________________________ Filing Party:___________________________________________________________________ Date Filed:_____________________________________________________________________ [_] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [_] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [_] going-private transaction subject to Rule 13e-3. [_] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [_] Item 1. Summary Term Sheet. The information in the "Summary of Terms" attached hereto as Exhibit (a)(2), is incorporated herein by reference. Item 2. Subject Company Information. (a) The name of the issuer is Interwoven, Inc., a Delaware corporation, and the address of its principal executive office is at 1195 W. Fremont Avenue, Sunnyvale, California 94087. The information set forth in Section 9 ("Information About Interwoven") of the Option Exchange Memorandum (attached hereto as Exhibit (a)(1)) is incorporated herein by reference. (b) This Tender Offer Statement on Schedule TO relates to an offer by Interwoven to exchange all Interwoven employee stock options that are currently outstanding for new options that will be granted under the Interwoven 1999 Equity Incentive Plan and 2000 Stock Incentive Plan, upon the terms and subject to the conditions described in the Option Exchange Memorandum and the Cover Letter and Summary of Terms accompanying the Option Exchange Memorandum. This program is not available for options held by option holders who are not employees of Interwoven, Inc. or one of its subsidiaries on both April 20, 2001 (when the exchange offer commenced) and May 18, 2001 (when the period during which option holders can elect to accept or reject the exchange offer expires). If an option holder is not an employee of Interwoven or one of its subsidiaries on those dates, such option holder will not be eligible to accept the offer. The program is not available to our Board of Directors. Each new option will be exercisable for the number of shares equal to 50% of the shares subject to the option tendered for exchange, rounded down to the nearest whole share. The exact number of shares subject to each existing option, and the number of shares subject to the corresponding new option, will be set forth on the Election Form attached hereto as Exhibit (a)(3). The information set forth in the Summary of Terms, and in Section 1 ("Eligible Options; Number of New Option Shares; Expiration Date"), Section 5 ("Acceptance of Options for Exchange and Cancellation and Issuance of New Options") and Section 8 ("Source and Amount of Consideration; Terms of New Options") of the Option Exchange Memorandum, is incorporated herein by reference. (c) The information set forth in Section 7 ("Price Range of Common Stock") of the Option Exchange Memorandum is incorporated herein by reference. Item 3. Identity and Background of Filing Person. (a) The information set forth under Item 2(a) above is incorporated herein by reference. Item 4. Terms of the Transaction. (a) The information set forth in the Summary of Terms, and in Section 1 ("Eligible Options; Number of New Option Shares; Expiration Date"), Section 3 ("Procedures"), Section 4 ("Change in Election"), Section 5 ("Acceptance of Options for Exchange and Cancellation and Issuance of New Options"), Section 6 ("Conditions of the Offer to Exchange"), Section 8 ("Source and Amount of Consideration; Terms of New Options"), Section 11 ("Treatment of Shares Subject to Canceled Options Under the Stock Plans; Accounting Consequences of the Exchange Program"), Section 12 ("Legal Matters; Regulatory Approvals"), Section 13 ("Material U.S. Federal Income Tax Consequences") and Section 14 ("Extension of Election Period; Termination; Amendment") of the Option Exchange Memorandum, is incorporated herein by reference. (b) The information set forth in Section 10 ("Interests of Directors, Officers, Controlling Persons and Subsidiaries of Interwoven; Agreements Involving Interwoven Securities") of the Option Exchange Memorandum is incorporated herein by reference. Item 5. Past Contacts, Transactions, Negotiations and Arrangements. (a) The information set forth in Section 10 ("Interests of Directors, Officers, Controlling Persons and Subsidiaries of Interwoven; Agreements Involving Interwoven Securities") of the Option Exchange Memorandum is incorporated herein by reference. (b) Not applicable. Item 6. Purposes of the Transaction and Plans or Proposals. (a) The information set forth in Section 2 ("Purpose of the Exchange Program") of the Option Exchange Memorandum is incorporated herein by reference. (b) The information set forth in Section 5 ("Acceptance of Options for Exchange and Cancellation and Issuance of New Options") and Section 11 ("Treatment of Shares Subject to Canceled Options Under the Stock Plans; Accounting Consequences of the Exchange Program") of the Option Exchange Memorandum is incorporated herein by reference. (c) The information set forth in Section 2 ("Purpose of the Exchange Program") of the Option Exchange Memorandum is incorporated herein by reference. Item 7. Source and Amount of Funds or Other Consideration. (a) The information set forth in Section 8 ("Source and Amount of Consideration; Terms of New Options") and Section 15 ("Fees and Expenses") of the Option Exchange Memorandum is incorporated herein by reference. (b) The information set forth in Section 6 ("Conditions of the Offer to Exchange") of the Option Exchange Memorandum is incorporated herein by reference. (d) Not applicable. Item 8. Interest in Securities of the Subject Company. (a) Not applicable. (b) The information set forth in Section 10 ("Interests of Directors, Officers, Controlling Persons and Subsidiaries of Interwoven; Agreements Involving Interwoven Securities") of the Option Exchange Memorandum is incorporated herein by reference. Item 9. Person/Assets, Retained, Employed, Compensated or Used. (a) Not applicable. Item 10. Financial Statements. (a) The information set forth in Section 9 ("Information About Interwoven") and Section 16 ("Additional Information") in the Option Exchange Memorandum, and on pages 43 through 64 of Interwoven's Annual Report on Form 10-K, as amended, for its fiscal year ended December 31, 2000, is incorporated herein by reference. Item 11. Additional Information. (a) The information set forth in Section 10 ("Interests of Directors, Officers, Controlling Persons and Subsidiaries of Interwoven; Agreements Involving Interwoven Securities") and Section 12 ("Legal Matters; Regulatory Approvals") of the Option Exchange Memorandum is incorporated herein by reference. (b) Not applicable. Item 12. Exhibits. (a) (1) Option Exchange Memorandum dated April 20, 2001. (2) Summary of Terms. (3) Cover Letter to Employees dated April 20, 2001. (4) Election Form. (5) Change of Election Form. (6) Discussion of Tender Offer Available on Interwoven Web site. (7) Interwoven Press Releases dated April 17, 2001. (8) Interwoven, Inc. Annual Report on Form 10-K, as amended, for its fiscal year ended December 31, 2000, filed with the Securities and Exchange Commission on April 2, 2001 and incorporated herein by reference. (b) Not applicable. (d) (1) 1996 Stock Option Plan and related agreements filed as Exhibit 10.02 to Interwoven's registration statement on Form S-1 filed with the Securities and Exchange Commission on July 27, 1999 (the "July S-1") and incorporated herein by reference. (2) 1998 Stock Option Plan and related agreements filed as Exhibit 10.03 to the July S-1 and incorporated herein by reference. (3) 1999 Equity Incentive Plan filed as Exhibit 4.01 to Interwoven's registration statement on Form S-8 filed with the Securities and Exchange Commission on January 24, 2001 and incorporated herein by reference. (4) Forms of Option Agreements and Stock Option Exercise Agreements related to the 1999 Equity Incentive Plan filed as Exhibit 10.04 to Interwoven's registration statement on Form S-1/A filed with the Securities and Exchange Commission on September 3, 1999 and incorporated herein by reference. (5) 1999 Employee Stock Purchase Plan filed as Exhibit 4.03 to Interwoven's registration statement on Form S-8 filed with the Securities and Exchange Commission on January 24, 2001 and incorporated herein by reference. (6) Forms of Enrollment Form, Subscription Agreement, Notice of Withdrawal and Notice of Suspension related to the 1999 Employee Stock Purchase Plan filed as Exhibit 10.05 to the July S-1 and incorporated herein by reference. (7) 2000 Stock Incentive Plan filed as Exhibit 4.01 to Interwoven's registration statement on Form S-8 filed with the Securities and Exchange Commission on September 26, 2000 and incorporated herein by reference. (8) Forms of Stock Option Agreement and Stock Option Exercise Agreement related to the 2000 Stock Incentive Plan filed as Exhibit 4.03 to Interwoven's registration statement on Form S-8 filed with the Securities and Exchange Commission June 22, 2000 and incorporated herein by reference. (9) Form of Option Agreement and Option Exercise Agreement for New Options to be issued under the 2000 Stock Incentive Plan. (10) Forms of Option Agreements and Option Exercise Agreements for New Options to be issued under the 1999 Equity Incentive Plan. (11) Agreement and Plan of Merger by and among Interwoven, Inc., Neonyoyo, Inc. and Agnes Pak, dated July 10, 2000 filed as Exhibit 2.01 to Interwoven's current report on Form 8-K filed with the Securities and Exchange Commission on August 2, 2000 and incorporated herein by reference. (12) Agreement and Plan of Merger dated October 19, 2000 among Interwoven, Inc. AJ Acquisition Corp. and Ajuba Solutions, Inc. filed as Exhibit 2.01 to Interwoven's current report on Form 8-K filed with the Securities and Exchange Commission on November 13, 2000 and incorporated herein by reference. (13) Agreement and Plan of Merger dated October 20, 2000 among Interwoven, Inc., Melon Acquisition Corporation and Metacode Technologies, Inc. filed as Exhibit 2.02 to Interwoven's current report on Form 8-K filed with the Securities and Exchange Commission on November 13, 2000 and incorporated herein by reference. (14) Third Amended and Restated Investors'Rights Agreement, dated June 10, 1999 filed as Exhibit 4.02 to the July S-1 and incorporated herein by reference. (15) Form of Consent concerning the Third Amended and Restated Investors' Rights Agreement dated June 10, 1999 filed as Exhibit 4.03 to the July S-1 and incorporated herein by reference. (16) Form of Amendment to Third Amended and Restated Investor's Rights Agreement, dated June 10, 1999 filed as Exhibit 4.04 to Interwoven's registration statement on Form S-1 filed with the Securities and Exchange Commission on December 17, 1999 and incorporated herein by reference. (g) Not applicable. (h) Not applicable. Item 13. Information Required by Schedule 13E-3. (a) Not applicable. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct. Dated: April 20, 2001 INTERWOVEN, INC. /s/ David M. Allen ----------------------------------------- David M. Allen Senior Vice President, Chief Financial Officer and Secretary INDEX TO EXHIBITS Exhibit No. Description ----------- ----------- (a) (1) Option Exchange Memorandum dated April 20, 2001. (2) Summary of Terms. (3) Cover Letter to Employees dated April 20, 2001. (4) Election Form. (5) Change of Election Form. (6) Discussion of Tender Offer Available on Interwoven Web site. (7) Interwoven Press Releases dated April 17, 2001. (8) Interwoven, Inc. Annual Report on Form 10-K, as amended, for its fiscal year ended December 31, 2000, filed with the Securities and Exchange Commission on April 2, 2001 and incorporated herein by reference. (d) (1) 1996 Stock Option Plan and related agreements filed as Exhibit 10.02 to Interwoven's registration statement on Form S-1 filed with the Securities and Exchange Commission on July 27, 1999 (the "July S-1") and incorporated herein by reference. (2) 1998 Stock Option Plan and related agreements filed as Exhibit 10.03 to the July S-1 and incorporated herein by reference. (3) 1999 Equity Incentive Plan filed as Exhibit 4.01 to Interwoven's registration statement on Form S-8 filed with the Securities and Exchange Commission on January 24, 2001 and incorporated herein by reference. (4) Forms of Option Agreements and Stock Option Exercise Agreements related to the 1999 Equity Incentive Plan filed as Exhibit 10.04 to Interwoven's registration statement on Form S-1/A filed with the Securities and Exchange Commission on September 3, 1999 and incorporated herein by reference. (5) 1999 Employee Stock Purchase Plan filed as Exhibit 4.03 to Interwoven's registration statement on Form S-8 filed with the Securities and Exchange Commission on January 24, 2001 and incorporated herein by reference. (6) Forms of Enrollment Form, Subscription Agreement, Notice of Withdrawal and Notice of Suspension related to the 1999 Employee Stock Purchase Plan filed as Exhibit 10.05 to the July S-1 and incorporated herein by reference. (7) 2000 Stock Incentive Plan filed as Exhibit 4.01 to Interwoven's registration statement on Form S-8 filed with the Securities and Exchange Commission on September 26, 2000 and incorporated herein by reference. (8) Forms of Stock Option Agreement and Stock Option Exercise Agreement related to the 2000 Stock Incentive Plan filed as Exhibit 4.03 to Interwoven's registration statement on Form S-8 filed with the Securities and Exchange Commission June 22, 2000 and incorporated herein by reference. (9) Form of Option Agreement and Option Exercise Agreement for New Options to be issued under the 2000 Stock Incentive Plan. (10) Forms of Option Agreements and Option Exercise Agreements for New Options to be issued under the 1999 Equity Incentive Plan. (11) Agreement and Plan of Merger by and among Interwoven, Inc., Neonyoyo, Inc. and Agnes Pak, dated July 10, 2000 filed as Exhibit 2.01 to Interwoven's current report on Form 8-K filed with the Securities and Exchange Commission on August 2, 2000 and incorporated herein by reference. (12) Agreement and Plan of Merger dated October 19, 2000 among Interwoven, Inc. AJ Acquisition Corp. and Ajuba Solutions, Inc. filed as Exhibit 2.01 to Interwoven's current report on Form 8-K filed with the Securities and Exchange Commission on November 13, 2000 and incorporated herein by reference. (13) Agreement and Plan of Merger dated October 20, 2000 among Interwoven, Inc., Melon Acquisition Corporation and Metacode Technologies, Inc. filed as Exhibit 2.02 to Interwoven's current report on Form 8-K filed with the Securities and Exchange Commission on November 13, 2000 and incorporated herein by reference. (14) Third Amended and Restated Investors'Rights Agreement, dated June 10, 1999 filed as Exhibit 4.02 to the July S-1 and incorporated herein by reference. (15) Form of Consent concerning the Third Amended and Restated Investors' Rights Agreement dated June 10, 1999 filed as Exhibit 4.03 to the July S-1 and incorporated herein by reference. (16) Form of Amendment to Third Amended and Restated Investor's Rights Agreement, dated June 10, 1999 filed as Exhibit 4.04 to Interwoven's registration statement on Form S-1 filed with the Securities and Exchange Commission on December 17, 1999 and incorporated herein by reference. EX-99.(A)(1) 2 dex99a1.txt OPTION EXCHANGE MEMORANDUM, DATED 4/19/2001 EXHIBIT (a)(1) LOGO OF INTERWOVEN, INC. OPTION EXCHANGE MEMORANDUM PROGRAM FOR EMPLOYEES OF INTERWOVEN, INC. TO EXCHANGE OUTSTANDING OPTIONS FOR NEW OPTIONS _______________________________________________________________________________ THE PERIOD DURING WHICH YOU CAN MAKE OR CHANGE YOUR ELECTION WILL EXPIRE AT 5:00 P.M. ON MAY 18, 2001, UNLESS THE DEADLINE IS EXTENDED _______________________________________________________________________________ Interwoven, Inc. is offering its employees an opportunity to exchange their existing Interwoven stock options ("Existing Options") for new nonqualified Interwoven stock options that will have an exercise price of $14.63, the average of the closing prices for our common stock as reported by the Nasdaq National Market on April 17 through April 19, 2001, and a new vesting schedule ("New Options"). Employees can also exchange part of any Existing Option, and they will receive a New Option in exchange for the Existing Option shares they return. The portion of the Existing Option they do not exchange will be amended to reflect the cancellation of exchanged shares ("Amended Existing Option"). The terms of the Amended Existing Option will remain the same. Our offer to exchange options is subject to the conditions described in this Memorandum, the Summary of Terms, the Election Forms and the attachments to those documents. However, the offer does not include any condition that a minimum number of employees participate in the exchange or that a minimum number of options be exchanged. IMPORTANT If you offer your Existing Options or any part of those options for exchange, you must complete and sign the Election Form and return it to Margaret Venables, Stock Administration, by fax or by mail, as indicated on the Election Form, before 5:00 p.m., Pacific Time, on May 18, 2001. If you do not want to participate in the Exchange Program, complete and sign the Election Form indicating that you do NOT want to participate in the Exchange Program and return it to Stock Administration by May 18, 2001. For additional information or assistance, you should contact Margaret Venables or Estela Lemus, Stock Administration, at stock@interwoven.com or at (408) 530-7140, or Allan Smirni at -------------------- asmirni@interwoven.com. - ---------------------- If you do not turn in your election form by the deadline, you will not participate in the option exchange, and all stock options you currently hold will remain intact at their original price and original terms. You do not need to return your stock option agreements and forms for your Existing Options to elect to participate in this exchange. You should review this Memorandum in its entirety, and the Summary of Terms, the Election Forms and the attachments to those documents, and consult with your financial or tax advisor before making your election. TABLE OF CONTENTS
Section 1: Eligible Options; Number of New Option Shares; Expiration Date....................................................... 2 Section 2: Purpose of the Exchange Program...................................................................................... 3 Section 3: Procedures........................................................................................................... 4 Making Your Election............................................................................................................ 4 Determination of Validity; Rejection of Options; Waiver of Defects; No Obligation to Give Notice of Defects..................... 4 Our Acceptance Constitutes an Agreement......................................................................................... 5 Section 4: Change of Election................................................................................................... 5 Section 5: Acceptance of Options for Exchange and Cancellation and Issuance of New Options...................................... 5 Section 6: Conditions of the Offer to Exchange.................................................................................. 5 Section 7: Price Range of Common Stock.......................................................................................... 7 Section 8. Source and Amount of Consideration; Terms of New Options............................................................. 7 Consideration................................................................................................................... 7 Terms of New Options............................................................................................................ 8 General......................................................................................................................... 8 Administration.................................................................................................................. 8 Expiration...................................................................................................................... 8 Termination..................................................................................................................... 9 Exercise Price.................................................................................................................. 9 Vesting and Exercise............................................................................................................ 9 Tax Consequences................................................................................................................ 9 Registration of Option Shares................................................................................................... 10 Section 9. Information about Interwoven......................................................................................... 10 Section 10: Interests of Directors, Officers, Controlling Persons and Subsidiaries of Interwoven; Agreements Involving Interwoven Securities........................................................................................................... 11 Interests of Directors, Officers, Controlling Persons and Subsidiaries in Stock Options......................................... 11 Agreements Involving Interwoven Securities...................................................................................... 13 Section 11: Treatment of Shares Subject to Canceled Options Under the Stock Plans; Accounting Consequences of the Exchange Program......................................................................................................................... 13 Section 12: Legal Matters; Regulatory Approvals................................................................................. 14 Section 13: Material U.S. Federal Income Tax Consequences....................................................................... 14 Federal Income Tax Consequences for Outstanding Incentive Stock Options......................................................... 14 Federal Income Tax Consequences of Nonqualified Stock Options................................................................... 15 Section 14: Extension of Election Period; Termination; Amendment................................................................ 16 Section 15: Fees and Expenses................................................................................................... 16 Section 16: Additional Information.............................................................................................. 17 Section 17: Forward Looking Statements; Miscellaneous........................................................................... 17 Schedule A: Addenda for Certain Non-U.S. Employees.............................................................................. 20
Interwoven, Inc. is providing its employees with an opportunity to exchange outstanding stock options for new nonqualified stock options with an exercise price of $14.63, the average of the closing prices for our common stock as reported by the Nasdaq National Market on April 17 through April 19, 2001. We will accept the options for exchange upon the terms and subject to the conditions described in this Memorandum, the Summary of Terms, the Election Forms and the attachments to those documents. However, the exchange does not include any condition that a minimum number of options must be exchanged. Section 1: Eligible Options; Number of New Option Shares; Expiration Date. We are offering our employees the opportunity to exchange their Existing Options (or parts of those options) for nonqualified New Options. All outstanding Interwoven employee stock options are eligible for exchange. This includes options currently outstanding under our 1996 Stock Option Plan, 1998 Stock Option Plan, 1999 Equity Incentive Plan (the "1999 Plan"), 2000 Stock Incentive Plan (the "2000 Plan"), or that were assumed by Interwoven in connection with its acquisitions of Neonyoyo, Inc., Ajuba Solutions, Inc. and Metacode Technologies Inc., and any other outstanding stock options granted by Interwoven to eligible employees. We will issue the New Options under the 1999 Plan and the 2000 Plan, and we will decide in our discretion which of these two stock plans we will use to issue any particular New Option. In order to receive New Options, you must be an employee of Interwoven, or one of its subsidiaries, on April 20, 2001, the date the Exchange Program begins, AND on May 18, 2001, the date the Exchange Program ends (the "Election --- Period"). If you are not an employee of Interwoven, or one of its subsidiaries, on both of these dates, you are NOT eligible to participate in the Exchange --- Program, and the program also is not available to our Board of Directors. Our executive officers are eligible to participate in the exchange if they were employees of Interwoven or one of its subsidiaries on the relevant dates. The exercise prices of many of our outstanding options are higher than the current market price of our common stock, which closed at $16.17 on April 19, 2001. Please refer to Section 7 of this Memorandum for more information on our past stock prices. Also, please remember that your Existing Options may have a lower exercise price than the New Options you would receive in the exchange. It is up to you to check whether it makes sense for you to exchange an Existing Option for a New Option. You should obtain current market quotations for our common stock and consult with your own advisors before deciding whether to participate in the exchange. You may choose to return all, some or none of your Existing Options. You can also elect to exchange only part of any single Existing Option. If you exchange part of an Existing Option, you will receive a New Option with the New Option terms and an Amended Existing Option. If you have an Existing Option that is covered by two Notices of Grant of Stock Options and Option Agreement with the same grant number, one for an Incentive Stock Option (I) and one for a Non-Qualified Stock Option (N), you will not be able to exchange only the part of that option that is designated "N." Any Amended Existing Option that you receive in return for exchanging an option of this kind will automatically be assigned the maximum number of Incentive Stock Option shares permitted by IRS regulations, and the remainder will be nonqualified shares. If, for example, you have an Existing Option that has two Notices of Grant of Stock Options and Option Agreement, one with option number I 880001 for 4,900 shares, and the other with option number N 880001 for 3,600 shares, we consider this as one grant for an aggregate of 8,500 shares, which has only been sub-divided to satisfy IRS Incentive Stock Option regulations. Assume you have elected to exchange 2,000 shares of this Existing Option. We will automatically cancel the original I and N portions of the grant, issue a New Option for 1,000 nonqualified shares, and an Amended Existing Option for 6,500 shares, and the Amended Existing Option will be an Incentive Stock Option to the maximum extent permitted by IRS regulations. Any option shares that cannot be Incentive Stock Option shares will be nonqualified option shares. We will only accept options that are properly returned and not withdrawn in accordance with Section 4 of this Memorandum before the Election Period expires. For each two Existing Option shares you elect to exchange, you will be granted one New Option share. For example, if you elect to exchange an Existing Option for 1,000 shares, you will receive a New Option for 500 shares. We will not issue any options exercisable for fractional shares, and will round down all fractional shares. If you elect to exchange an Existing Option for 775 shares, you will receive a New Option for 387 shares. Each New Option will be issued under the 1999 Plan or 2000 Plan, and pursuant to an option agreement with Interwoven. 2 The "expiration date" of the Election Period is 5 p.m., Pacific Time, on May 18, 2001 unless we extend it, in which case the "expiration date" will be the latest time and date at which the Election Period expires. See Section 3 of this Memorandum for a description of our rights to extend, delay, terminate and amend the program. We will publish a notice if: . we increase or decrease what we will give you in exchange for your options or partial options; or . we increase or decrease the number of options or option shares eligible for exchange. If the Election Period is scheduled to expire within ten business days from the date we notify you of such an increase or decrease, we will also extend the Election Period for ten business days after the date the notice is published. Section 2: Purpose of the Exchange Program. We issued employee options so we could provide our employees with an opportunity to participate in the ownership of Interwoven, creating a stronger incentive to expend maximum effort for our growth and success and to encourage our employees to continue their employment with us. Many of our outstanding options have exercise prices that are significantly higher than the current market price of our common stock. We believe these options are unlikely to be exercised in the foreseeable future. By offering this Exchange Program, we intend to maximize stockholder value by creating better performance incentives for our employees, improving employee retention and reducing recruiting costs. Please remember that there is no guarantee a New Option will increase in value over time. Also, please note that that the exercise price of the New Option you would receive if you participate in the exchange could be more than the exercise price of your Existing Option. Make sure you compare the exercise price for your Existing Option against the exercise price for the New Option you would receive before making your election. Except as otherwise described in this Memorandum or in our filings with the SEC, we presently have no plans or proposals that relate to or would result in: . an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving us or any of our material subsidiaries; . purchase or sale of a material amount of our assets or any subsidiary's assets; . any material change in our present dividend rate or policy, or our indebtedness or capitalization; 3 . any change in our present board of directors or senior management, including a change in the number or term of directors or to fill any existing board vacancies or change any executive officer's material terms of employment; . any other material change in our corporate structure or business; . our common stock not being authorized for quotation in an automated quotation system operated by a national securities association; . our common stock becoming eligible for termination of registration pursuant to section 12(g)(4) of the Securities Exchange Act of 1934; . the suspension of our obligation to file reports pursuant to section 15(d) of the Securities Exchange Act; . the acquisition by any person of any of our securities or the disposition by any person of any of our securities, other than in connection with our stock option plans; or . change our certificate of incorporation or bylaws, or any actions which may make it more difficult for any person to acquire control of Interwoven. The Board of Directors has approved this Exchange Program because it believes that the program is fair to our stockholders and that it will provide renewed incentives to our employees. The Board believes that, for many eligible employees, the exchange will provide employees with a better chance to obtain value from their options in the short-term. However, your decision to participate in the exchange is an individual one that should be based on your own situation and analysis. We still intend to provide long-term incentives through our regular stock option plans. Section 3: Procedures. Making Your Election. To make your election whether or not to participate in the exchange progam complete and sign the Election Form and return it to Margaret Venables, Stock Administration, by fax or by mail, as indicated on the Election Form, before 5:00 p.m., Pacific Time, on May 18, 2001. We will only accept a hard (paper) copy of your Election Form. Delivery of your Election Form by e-mail will not be accepted. If you do not sign and deliver the Election Form before the deadline, it will have the same effect as if you elected not to exchange any of your options; you will not participate in the option exchange, and all stock options you currently hold will remain intact at their original price and original terms. You do not need to return your existing stock option agreements and forms for your Existing Options to effectively elect to participate in this Exchange Program. You should review this Memorandum in its entirety, and the Summary of Terms, the Election Forms and the attachments to those documents, and consult with your financial or tax advisor before making your election. 4 The information that you will need to complete your Election Form, including the options that you hold and the number of shares subject to those options is available at www.optionslink.com. Please do not contact Stock ------------------- --- Administration for this information. If you need your username and password, please call OptionsLink at (800) 838-0908 (International: +1 (650) 599-0125). Determination of Validity; Rejection of Options; Waiver of Defects; No Obligation to Give Notice of Defects. We will determine, in our discretion, all questions as to the number of shares subject to New Options, Existing Options and Amended Existing Options, the validity, form, eligibility (including time of receipt) and acceptance of Election Forms, and any changes to the Election Forms. Our determination of these matters will be final and binding on all parties. We may reject any or all Election Forms, Change of Election Forms or returned options or partial options to the extent that we determine they were not properly executed or delivered, or to the extent that we determine it is unlawful to for us to accept the returned options or partial options. We may waive any of the conditions of our acceptance of Existing Options or partial Existing Options for exchange, or any defect or irregularity in any Election Form or Change of Election Form with respect to any particular options or partial options, or with respect to any particular option holder. No options or partial options will be deemed to be properly returned until all defects or irregularities have been cured by the option holder returning the options or waived by us. Neither we nor any other person is obligated to provide notice of any defects or irregularities involved in the return of any options or partial options, and no one will be liable for failing to give notice of any defects or irregularities. Our Acceptance Constitutes an Agreement. If you elect to accept the offer to exchange all or any part of your options and you return your Existing Options or partial Existing Options according to the procedures described above, you will have assented to the terms and conditions of the Exchange Program. Our acceptance of options that are properly returned will form a binding agreement between you and Interwoven on the terms and subject to the conditions of this Exchange Program. Subject to our rights to extend, terminate and amend the Exchange Program, we currently expect that we will accept for exchange, promptly after the expiration of the Election Period, all properly returned options and options shares that have not been validly withdrawn from the exchange offer. Section 4: Change of Election. You may only change your election by following the procedures described in this section. To change your election, you must deliver a Change of Election Form, which is available on the company intranet (http://intranet.interwoven.com), to Stock Administration by fax or by mail, as ------------------------------ indicated on the Election Form, before 5:00 p.m., Pacific Time, on May 18, 2001. The form must be signed by you, have your name on it, and must clearly indicate what changes you are making. We will only accept a paper copy of your Change of Election Form. Delivery of the form by e-mail will not be accepted. 5 You may change your election at any time before 5 p.m., Pacific Time, on May 18, 2001. If we extend the Election Period beyond that time, you may change your election at any time until the new expiration date of the Election Period. In addition, unless we accept your returned options for exchange or cancellation before 12:00 midnight, Pacific Time, on June 15, 2001, you may withdraw your returned options or partial options at any time after such date. Neither we nor any other person is obligated to give notice of any defects or irregularities in any Change of Election Form, and no one will be liable for failing to give notice of any defects or irregularities. We will determine, in our discretion, all questions as to the form and validity, including time of receipt, of Change of Election Forms. Our determinations of these matters will be final and binding. Section 5: Acceptance of Options for Exchange and Cancellation and Issuance of New Options. On the terms and subject to the conditions of this exchange offer and as promptly as practicable following the expiration date, we will accept for exchange and cancel all options and partial options properly returned for exchange and not validly withdrawn before the expiration date. Within six to eight weeks after expiration of the Election Period, you will receive your New Option agreements (and any Amended Existing Option agreements). The New Options will have a grant date of April 20, 2001. We will give you oral or written notice of our acceptance for exchange or cancellation of options and partial options validly returned and not properly withdrawn as of the expiration date. After we accept returned options and partial options for exchange, we will send each option holder who elected to participate in the exchange a letter confirming the New Options that we granted to that option holder, and confirming any Amended Existing Options resulting from the exchange. Section 6: Conditions of the Offer to Exchange. We will not be required to accept the options and partial options returned to us for exchange, and we may terminate or amend the Exchange Program, or postpone our acceptance and cancellation of any options or partial options returned to us, in each case, subject to Rule 13e-4(f)(5) under the Securities Exchange Act (which states that we must either pay the consideration we are offering for the tendered securities, or return the securities promptly after the termination of the offer), if at any time on or after April 20, 2001 and before the expiration of the Election Period, we determine that any of the following events has occurred, and, in our reasonable judgment, the occurrence of the event makes it inadvisable for us to proceed with the exchange or to accept and cancel options and partial options returned to us: . Any action or proceeding by any government agency, authority or tribunal or any other person, domestic or foreign, is threatened or pending before any court, authority, agency or tribunal that (i) directly or indirectly challenges the offer to exchange options, the acquisition of some or all of the returned options, the issuance of New Options or amendment of Existing Options, or (ii) otherwise relates to the 6 program or that, in our reasonable judgment, could materially and adversely affect our business, condition (financial or other), income, operations or prospects or materially impair the benefits we believe we will receive from the Exchange Program. . Any action is threatened, pending or taken, or any approval is withheld, by any court or any authority, agency or tribunal that, in our reasonable judgment, would or might directly or indirectly: (a) make it illegal for us to accept some or all of the Existing Options or partial Existing Options, to issue some or all of the New Options, or to amend some or all of the Existing Options, or otherwise restrict or prohibit consummation of the exchange or otherwise relate to the Exchange Program; (b) delay or restrict our ability, or render us unable, to accept the Existing Options or partial Existing Options for exchange and cancellation or to issue New Options or amend Existing Options for some or all of the exchanged Existing Options or partial Existing Options; (c) materially impair the benefits we believe we will receive from the Exchange Program; or (d) materially and adversely affect our business, condition (financial or other), income, operations or prospects. . There is: (a) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the- counter market; (b) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, whether or not mandatory; or (c) a decline in the Dow Jones Industrial Average, the Nasdaq National Market or the Standard and Poor's Index of 500 Companies by an amount in excess of 10% measured during any time period after the close of business on April 20, 2001. . Another person publicly makes or proposes a tender or exchange offer for some or all of our common stock, or an offer to merge with or acquire us, or we learn that: (a) any person, entity or "group," within the meaning of section 13(d)(3) of the Securities Exchange Act, has acquired or proposed to acquire beneficial ownership of more than 5% of the outstanding shares of our common stock, or any new group shall have been formed that beneficially owns more than 5% of the outstanding shares of our common stock, other than any such person, 7 entity or group that has filed a Schedule 13D or Schedule 13G with the SEC on or before April 20, 2001; (b) any such person, entity or group that has filed a Schedule 13D or Schedule 13G with the SEC on or before April 20, 2001 has acquired or proposed to acquire beneficial ownership of an additional 2% or more of the outstanding shares of our common stock; or (c) any person, entity or group shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or made a public announcement that it intends to acquire us or any of our assets or securities. . Any change or changes occurs in our business, condition (financial or other), assets, income, operations, prospects or stock ownership that, in our reasonable judgment, is or may be material to us. The conditions of this offer are for our benefit. We may assert them in our discretion before the expiration date and we may waive them at any time, whether or not we waive any other condition of the offer. Our failure to exercise any of these rights is not a waiver of any of these rights. The waiver of any of these rights with respect to particular facts and circumstances is not a waiver with respect to any other facts and circumstances. Any determination we make concerning the events described in this Section 6 will be final and binding upon all participants. Section 7: Price Range of Common Stock Our common stock has been quoted on the Nasdaq National Market under the symbol "IWOV" since our initial public offering on October 8, 1999. Before then, there was no public market for our common stock. The following table shows, for the periods indicated, the high and low closing prices per share of our common stock. The prices indicated below have been adjusted to give retroactive effect to stock splits through April 19, 2001.
Quarter Ended High Low - ------------- ----------- ---------- Fiscal Year 2001 June 30, 2001 (through April 19, 2001)............... $16.36 $ 6.06 March 31, 2001....................................... $37.88 $ 8.84 Fiscal Year 2000 December 31, 2000.................................... $65.44 $24.09 September 30, 2000................................... $62.19 $29.52 June 30, 2000........................................ $27.49 $12.34 March 31, 2000....................................... $49.73 $27.44 Fiscal Year 1999 December 31, 1999.................................... $42.34 $10.19 September 30, 1999................................... N/a n/a June 30, 1999........................................ N/a n/a March 31, 1999....................................... N/a n/a
8 On March 30, 2001, the closing sale price of common stock was $10.06 per share and there were 102,859,556 shares of our common stock issued and outstanding as of that date. We recommend that you obtain current market quotations for our common stock and consult with your own advisors before deciding whether to elect to exchange your Existing Options. Section 8. Source and Amount of Consideration; Terms of New Options. Consideration. For each two Existing Option shares that you elect to exchange, you will be granted one New Option share. If you exchange an odd number of shares, we will round the number of shares subject to the New Option down to the nearest whole share. Information about the options that you hold and the number of shares subject to those options is available at www.optionslink.com. Please do not ------------------- --- contact Stock Administration for this information. If you need your username and password, please call OptionsLink at (800) 838-0908 (International: +1 (650) 599-0125). If we receive and accept return of all the options held by eligible employees, we will grant New Options to purchase a total of 15,879,577 shares of our common stock. The common stock issuable upon exercise of the New Options will equal approximately 15.4% of the total shares of our common stock issued and outstanding as of March 31, 2001. Terms of New Options. Any options or partial options you do not exchange will retain the same terms, except with respect to the number of shares that may be purchased under any Amended Existing Option that results from a partial exchange. The vesting schedule of an Amended Existing Option will be the same as the prior Existing Option, but it will be applied to the new number of shares. For examples of the application of this concept, please see the Summary of Terms. We will issue the New Options under our 1999 Plan and our 2000 Plan, and we will decide in our discretion which of these two stock plans we will use to issue any particular New Option. Each recipient of a New Option and Interwoven will execute a New Option agreement. Except with respect to: . the number of shares that may be purchased under the option, . the exercise price, . the vesting schedule, . the expiration date, . its status as a nonqualified stock option rather than an Incentive Stock Option, and as otherwise specified in this Memorandum, the terms and conditions of the New Options will be substantially the same as the terms and conditions of the Existing Options. The terms and 9 conditions of the New Options will be substantially similar to one another, regardless of the option plan under which they are issued. The issuance of New Options under this program will not create any contractual or other right of the recipients to receive any future grants of stock options or benefits in lieu of stock options. The following description of the stock option plans under which the New Options will be issued and the New Option agreements are summaries, and are not complete. Complete information about these plans and the New Options is included in the option plans and the New Option agreement you will sign with Interwoven. The forms of the New Option agreements have been filed with the SEC as exhibits to the Schedule TO. Please contact us at Stock Administration, Interwoven, Inc., 1195 West Fremont, Suite 2000, Sunnyvale, California, 94087, Attn: Stock Plan Administrator, or by e-mail to stock@interwoven.com or at (408) -------------------- 530-7140, to request copies of the option plans or the forms of the New Option agreements. Copies will be provided promptly and at our expense. General. As of March 31, 2000, the maximum number of additional shares of common stock we could issue under the 1999 and 2000 Plans was 6,922,506 shares and 5,593,084 shares, respectively. The New Options will be nonqualified stock options and will not qualify as Incentive Stock Options. Administration. The option plans under which the New Options will be issued are administered by the Compensation Committee, or by our Board of Directors acting as the Compensation Committee. The Compensation Committee members are intended to be "non-employee directors" as defined in Rule 16b-3 under the Securities Exchange Act and "outside directors" for purposes of section 162(m) of the Internal Revenue Code. The Compensation Committee members are appointed by our Board of Directors to serve for the terms specified by the Board. Expiration. A New Option will expire five years after its grant date, unless it is terminated earlier than that date because, for example, the option holder leaves Interwoven. Please see below for more details on the circumstances under which the New Options can terminate before they expire. Termination. If your relationship with Interwoven is terminated for any reason other than your death or disability, you will have generally have the right to exercise your New Option under the 1999 and 2000 Plans, to the extent your right to exercise such option had accrued and had not previously been exercised at the date of your termination, at any time within three months (or a shorter or longer time period, not exceeding five years, as may be determined by the Compensation Committee), after such termination, but in any event no later than the option expiration date. 10 If your relationship with Interwoven terminates due to your death or disability (or if you die within three months after your termination other than for cause or because of disability) you or your legal representative have the right to exercise your New Option, to the extent your right to exercise such option had accrued and had not previously been exercised at the date of termination, at any time within 12 months after such termination (or a shorter or longer time period, not exceeding five years, as may be determined by the Compensation Committee. Notwithstanding the foregoing, in no event may your New Option be exercised later than the option expiration date. In the event your relationship with Interwoven is terminated for cause, as defined in the 1999 and 2000 Plans, neither you, your estate nor any other person who may then hold your New Option will be entitled to exercise the option with respect to any of the shares after termination. Like our other options, vesting under the New Options may be suspended for unpaid leave in excess of 90 days in accordance with Interwoven policy and the determination of our Compensation Committee. If you are currently on leave, and the vesting of your options is suspended as described above, if you participate in this exchange your New Options will not begin to vest until you return to work. If your New Option expires before you vest in full because vesting was suspended while you were on leave, any unvested portion will be canceled. This policy may vary as required by law. Exercise Price. The New Options will have an exercise price of $14.63, the average of the closing prices for our common stock as reported by the Nasdaq National Market on April 17 through April 19, 2001. To calculate the exercise price for the New Options, we added up the closing prices on each of April 17th, 18th and 19th and divided the total by three. The closing price for our common stock on April 17th was $11.37, on April 18th was $16.36 and on April 19th was $16.17. Vesting and Exercise. Options issued under the 1999 and 2000 Plans generally become exercisable as they vest over a four-year period. Under these plans, the Compensation Committee or the Board acting as the Compensation Committee determines the exercisability of each option at the date of grant. The New Options will have a new vesting schedule with a six-month "cliff," or waiting period, after which 12.5% of the shares subject to each New Option will be vested and exercisable. After that six-month period the New Options will vest monthly for the remaining 42 months of the vesting schedule so that the New Options will be 100% vested and exercisable four years after the grant date. Vesting will generally continue for as long as you remain an employee of Interwoven. If you exchange only part of an Existing Option, the New Option would be exercisable for half of the shares given up in the exchange, and it would have the vesting schedule described above (i.e. a six-month cliff and monthly vesting thereafter for a total of four years). The Amended Existing Option would be exercisable for any of the shares not given up in the 11 exchange, and the vesting schedule for the Amended Existing Option would be applied as if the former vesting schedule that applied to the prior Existing Option had been applied to the remaining option shares. Tax Consequences. You should refer to Section 13 of this Memorandum for a discussion of the U.S. federal income tax consequences of the New Options and your Existing Options, as well as the consequences of accepting or rejecting the exchange offer. If you are an employee based outside of the United States, we recommend that you consult with your own tax advisor to determine the tax and related consequences of this transaction under the laws of the country in which you live and work. Registration of Option Shares. All shares of common stock issuable upon exercise of stock options issued under the 1999 and 2000 Plans, including the shares that will be issuable upon exercise of all New Options, have been registered under the Securities Act of 1933 on a registration statement on Form S-8 filed with the SEC. Unless you are considered an "affiliate" of Interwoven, you will be able to sell your option shares free of any transfer restrictions under applicable securities laws. Please see Schedule A of this Memorandum for certain additional information ---------- regarding the terms of the New Options for employees in Brazil and Canada. Section 9. Information about Interwoven. Interwoven is a provider of software products and services that help businesses and other organizations manage the information that makes up the content of their web sites. In the Internet industry this is often referred to as "web content management." Our flagship software product, TeamSite, is designed to help customers develop, maintain and extend large web sites that are essential to their businesses. TeamSite incorporates widely accepted Internet industry standards and is designed with an open architecture that allows it to support a wide variety of web authoring tools and web application servers. Using TeamSite, our customers can manage web content, control the versions of their web sites, manage web site contribution and content approval processes, and develop eBusiness applications. TeamSite allows large numbers of contributors across an enterprise to add web content in a carefully-managed process. In addition, our OpenDeploy product allows customers to automate the distribution of web content across multiple web sites. By using our products, businesses can accelerate their time-to-web, lower web operating costs, establish a differentiated presence on the web and attract and retain customers. We have licensed our software products to more than 700 customers operating in a broad range of industries. Our customers include AltaVista, AT&T/TCI, BellSouth, Best Buy, Cisco Systems, E*Trade, FedEx, Gap, General Electric, the U.S. Department of Education, USWeb/CKS, Viacom/Nickelodeon and Yahoo!/GeoCities. Interwoven was incorporated under the laws of California in March 1995, and reincorporated under the laws of Delaware in October 1999. Our principal executive offices are located at 1195 W. Fremont Avenue, Sunnyvale, California 94087. The primary telephone number for our principal executive office is (408) 774-2000. 12 Section 10: Interests of Directors, Officers, Controlling Persons and Subsidiaries of Interwoven; Agreements Involving Interwoven Securities. Interests of Directors, Officers, Controlling Persons and Subsidiaries in Stock Options The directors and executive officers of Interwoven and their positions and offices as of March 31, 2001 were:
Name Position and Offices Held - ---- ------------------------- Martin W. Brauns............... President, Chief Executive Officer and Director David M. Allen................. Senior Vice President, Chief Financial Officer and Secretary Michael A. Backlund............ Senior Vice President, Worldwide Sales and Field Operations Jack S. Jia.................... Senior Vice President, Engineering Jozef Ruck..................... Senior Vice President, Marketing John Van Siclen................ Senior Vice President of Corporate Development and Product Management Gary L. Wimp................... Vice President, Human Resources Peng T. Ong.................... Chairman of the Board of Directors Ronald E.F. Codd............... Director Kathryn C. Gould............... Director Mark C. Thompson............... Director Anthony Zingale................ Director
The address for each director and executive officer is: c/o Interwoven, Inc., 1195 W. Fremont Ave., Sunnyvale, California 94087. As of March 31, 2001, our executive officers and non-employee directors (12 persons) as a group held options to purchase a total of 4,204,664 shares of our common stock. These options, respectively, represented approximately 13.4% of the shares subject to all options outstanding under our stock plans as of that date. The following table sets forth information with respect to the beneficial ownership of Interwoven common stock, as of March 31, 2001, by each stockholder known by us to be the beneficial owner of more than 5% of our common stock, each director and director nominee, each Named Executive Officer set forth in the Summary Compensation Table below, and all directors and executive officers as a group. The percentage of shares beneficially owned is based on 102,840,887 shares of common stock outstanding as of March 31, 2001. Unless indicated below, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Shares of common stock subject to options and warrants that are currently exercisable or exercisable within 60 days of March 31, 2001 are deemed to be outstanding for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
Shares Shares Issuable Under Amount of Subject to Options Beneficial Repurchase Exercisable Aggregate Name of Beneficial Owner Ownership Right within 60 days Percentage - ------------------------ ---------- ---------- -------------- ---------- Putnam Investments, LLC (1) One Post Office Square Boston, Massachusetts 02109.............. 7,824,450 -- -- 7.6% Peng T. Ong (2)............................ 7,052,056 -- -- 6.9 FMR Corp. (3) 82 Devonshire Street Boston, Massachusetts 02109.............. 5,774,920 -- -- 5.6 The TCW Group, Inc. (4) 865 South Figueroa Street Los Angeles, California 90017............ 5,261,364 -- -- 5.1 Martin W. Brauns (5)....................... 4,517,604 2,102,832 270,834 4.4 Jack S. Jia (6)............................ 770,512 209,995 108,334 * Michael A. Backlund (7).................... 734,202 194,996 214,998 * David M. Allen............................. 477,858 373,332 75,834 * Kathryn C. Gould........................... 415,400 -- 80,000 * John Van Siclen............................ 290,964 -- 290,250 * Anthony Zingale............................ 100,224 -- 80,000 * Ronald E.F. Codd........................... 82,108 -- 72,000 * Mark C. Thompson........................... 16,000 -- -- * All 12 directors and executive officers as a group (8)............................... 15,189,547 3,307,819 1,295,167 14.8%
- ----------------- * Less than 1% (1) As reported in a Schedule 13G filed on February 20, 2001, Putnam Investments, LLC has shared power to vote or to direct the vote as to 600 shares and shared power to dispose of or to direct the disposition of 7,824,450 shares. (2) Represents 3,492,056 shares held of record by Peng Tsin Ong and 3,560,000 shares of common stock held of record by Wai Ping Leong, his spouse. Mr. Ong and Ms. Leong's address is c/o Interwoven, Inc., 1195 W. Fremont Avenue, Sunnyvale, California 94087. (3) As reported in a Schedule 13G filed on February 14, 2001, FMR Corp. has no power to vote or direct the vote of its 5,774,920 shares, and has the sole power to dispose of or to direct the disposition of those shares. (4) As reported in a Schedule 13G filed on February 14, 2001, The TCW Group, Inc. has the shared power to vote or to direct the vote as to 5,261,364 shares and the shared power to dispose of or to direct the disposition of 5,261,364 shares. (5) Includes 4,246,770 shares held of record by Martin W. Brauns and Margaret R. Brauns, trustees U/D/T 1/9/95. (6) Includes 4,000 shares held by family members, as to which Mr. Jia disclaims beneficial ownership. (7) Includes 76,664 shares held of record by the Backlund Family Trust. (8) Includes 629,702 shares for officers not shown in the table. The following table lists the stock and stock option transactions involving our officers and directors within the 60 days prior to the commencement of this Exchange Program:
Transaction Sale Type of Name Date Shares Sold Price* Transaction - ---- -------------- ------------ ------------ ------------ Michael Backlund 02/20/01 10,000 $28.0625 Sale Jozef Ruck 02/20/01 20,000 $ 28.060 Sale Jozef Ruck 02/27/01 10,000 $ 20.380 Sale
- ----------------- * As applicable Our executive officers are eligible to participate in the exchange, and may choose to do so, if they were employees of Interwoven or one of its subsidiaries on the relevant dates. We also anticipate that certain of our executive officers will purchase shares of our common stock under our 1999 Employee Stock Purchase Plan on April 30, 2001, in the ordinary course pursuant to the terms of that plan. On March 14, 2001, we granted employee stock options for 844,700 shares of our common stock at an exercise price of $10.6875 per share, and on April 3, 2001 we issued additional employee stock options for 425,500 shares of our common stock at an exercise price of $6.0625 per share. In addition, we have, from time to time over the past 60 days, repurchased approximately 21,000 shares of unvested common stock from departing employees in accordance with the terms of our employee stock plans. 13 Except as otherwise described above, there have been no transactions in options to purchase our common stock or in our common stock which were effected during the past 60 days by Interwoven, or to our knowledge, by any executive officer, director, affiliate or subsidiary of Interwoven. Agreements Involving Interwoven Securities We have entered into an investors' rights agreement with a number of our stockholders with respect to their rights, restrictions and obligations as stockholders. These stockholders include several of our directors and their affiliates, including Foundation Capital II, L.P. and its affiliates, JK&B Capital, L.P. and its affiliates, various Accel Partners entities and Martin W. Brauns as a trustee. Under the terms of the investors' rights agreement, if we propose to register any of our securities with the SEC these holders are entitled to include their shares of Interwoven common stock in the registration, and can require us to file up to registration statement on Form S-3. The rights are subject to conditions and limitations, among them the right of the underwriters of an offering that we initiate to limit the number of shares included in the registration. These registration rights terminate five years after the closing date of Interwoven's initial public offering, or sooner with respect to a given investor if that investor owns less than one percent of the outstanding securities of Interwoven, or if that investor can sell all its shares in a three month period under Rule 144 promulgated under the Securities Act. We have entered into stock option agreements with our employees (including our executive officers) and our directors, under our various stock plans and stock options we assumed in connection with our acquisitions of Neonyoyo, Inc., Ajuba Solutions, Inc. and Metacode Technologies, Inc. Section 11: Treatment of Shares Subject to Canceled Options Under the Stock Plans; Accounting Consequences of the Exchange Program. Existing Options and partial Existing Options we acquire in connection with the Exchange Program will be canceled and the shares of common stock that may be purchased under those options will be returned to the pool of shares available for grants of new awards or options under the applicable stock plans without further stockholder action, except as required by applicable law or the rules of the Nasdaq National Market or any other securities quotation system or any stock exchange on which our common stock is then quoted or listed. We believe that we will record compensation expense as a result of the exchange because: . we will grant New Options before the date that is six months and a day after the date we accept and cancel Existing Options returned to us; . the exercise price of the New Options will be less than the exercise price of the Existing Options or partial Existing Options returned to us on the date we grant the New Options; and 14 . allowing eligible option holders to exchange their options will cause any Existing Options (or Amended Existing Options) which are not returned and canceled to be treated for financial reporting purposes as a variable award. As a result of our decision to provide the Exchange Program to our employees, all New Options, Amended Existing Options and Existing Options or partial Existing Options that are not exchanged under the Exchange Program will be treated for financial reporting purposes as variable awards. This means that we will be required to record a non-cash accounting charge reflecting increases and decreases in the price of our common stock in compensation expense in connection with the New Options, Amended Existing Options and Existing Options or partial Existing Options that are not exchanged. We will have to continue to reflect decreases and increases in the price of our common stock in our statement of operations with respect to these options until they are exercised, forfeited or terminated. The higher the market value of our common stock, the greater the compensation expense. Section 12: Legal Matters; Regulatory Approvals. We are not aware of any license or regulatory permit that appears to be material to our business that might be adversely affected by the exchange, or of any approval or other action by any government or regulatory authority or agency that is required for the acquisition or ownership of the options as described in this Memorandum. If any other approval or action should be required, we presently intend to seek the approval or take the action. This could require us to delay the acceptance of options and partial options returned to us. We cannot assure you that we would be able to obtain any required approval or take any other required action. Our failure to obtain any required approval or take any required action might result in harm to our business. Our obligation to accept Existing Options or partial Existing Options offered for exchange and to issue New Options or Amended Existing Options is subject to conditions, including the conditions described in Section 6 of this Memorandum. Section 13: Material U.S. Federal Income Tax Consequences. The following is a general summary of the material U.S. federal income tax consequences of the exchange of options under the program. This discussion is based on the Internal Revenue Code its legislative history, Treasury Regulations and administrative and judicial interpretations as of the date of this Memorandum, all of which may change, possibly on a retroactive basis. This summary does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to apply in all respects to all categories of option holders. Please see Schedule A of this Memorandum for summaries of tax consequences ---------- of the Exchange Program for employees in Australia, Brazil, Canada, the Netherlands, Singapore and the U.K. The exchange may have adverse tax consequences under the laws of these jurisdictions. Please consult your tax advisors if you have questions about non-U.S. tax laws. If you exchange your current options or parts of such options for New Options, we believe you will not be required under current law to recognize income for federal income tax purposes at the time of the exchange and that the exchange will be treated as a non-taxable exchange. At the date of grant of the New Options, you will not be required to recognize 15 additional income for federal income tax purposes. The grant of options is not recognized as taxable income. However, if you exchange Incentive Stock Options or any part of such options and those options or partial options are accepted by us, the New Options you receive in exchange will be not be Incentive Stock Options and will not be eligible for the favorable tax treatment applicable to Incentive Stock Options. Federal Income Tax Consequences for Outstanding Incentive Stock Options. If you retain Incentive Stock Options and do not exchange your Incentive Stock Options for nonqualified stock options, under current law you would not have realized taxable income when the Incentive Stock Options were granted to you and, you generally will not realize taxable income when you exercise the Incentive Stock Option. However, your alternative minimum taxable income will be increased by the amount that the aggregate fair market value of the shares you may purchase under the option, which is generally determined as of the date you exercise the option, exceeds the aggregate exercise price of the option. Except in certain circumstances that are described in your option plan and option agreement, such as your death or disability, if an option is exercised more than three months after your employment is terminated, the option will not be treated as an Incentive Stock Option and is subject to taxation under the rules applicable to nonqualified stock options that are discussed below. If you have an existing Incentive Stock Option, we do not believe that this Exchange Program will disqualify that option from treatment as an Incentive Stock Option if you do not elect to participate in the exchange. Further, we do not believe that an amendment of that option to reduce the number of shares subject to that option will disqualify it from treatment as an Incentive Stock Option. However, the applicable income tax rules can be complicated and may depend on your individual circumstances, so we recommend that you consult with your own tax advisor to determine the tax consequences of the sale of the common stock that you will receive when you exercise your unexchanged Existing Option or Amended Existing Option. If you sell common stock that you acquired by exercising an Incentive Stock Option, the tax consequences of the sale depend on whether the disposition is "qualifying" or "disqualifying". The disposition of the common stock is qualifying if it is made after the later of: (a) two years from the date the Incentive Stock Option was granted or (b) at least one year after the date the Incentive Stock Option was exercised. If the disposition of the common stock you received when you exercised Incentive Stock Options is qualifying, any excess of the sale price over the exercise price of the option will be treated as long-term capital gain taxable to you at the time of the sale. If the disposition is not qualifying, which we refer to as a "disqualifying disposition," the excess of the fair market value of the common stock on the date the option was exercised over the exercise price will be taxable income to you at the time of the sale. Of that income, the amount up to the excess of the fair market value of the common stock at the time the option was exercised over the exercise price will be ordinary income for income tax purposes and the balance, if any, will be long or short-term capital gain, depending on whether or not the common stock was sold more than one year after the option was exercised. If you pay the exercise price of an Incentive Stock Option by returning shares of common stock with a fair market value equal to part or all of the exercise price, the exchange of shares 16 will be treated as a nontaxable exchange, unless you acquired the shares being returned when you exercised an Incentive Stock Option and had not satisfied the special holding period requirements summarized above. The tax basis of the common stock returned to pay the exercise price will be treated as the substituted tax basis for an equivalent number of shares of common stock received, and the new shares will be treated as having been held for the same amount of time as you had held the returned shares. The difference between the aggregate exercise price and the aggregate fair market value of the common stock you receive when you exercised the option will be treated for tax purposes as if you had paid the exercise price for the Incentive Stock Option in cash. If you sell common stock you received when you exercised an Incentive Stock Option in a qualifying disposition, we will not be entitled to a deduction equal to the gain you realize when you completed that sale. However, if you sell, in a disqualifying disposition, common stock you received when you exercised an Incentive Stock Option, we will be entitled to a deduction equal to the amount of compensation income taxable to you. Federal Income Tax Consequences of Nonqualified Stock Options. If you participate in the exchange, under current law, you will not realize taxable income upon the grant of the new non-incentive or nonqualified stock option. However, when you exercise the option, the difference between the exercise price of the option and the fair market value of the shares subject to the option on the date of exercise will be treated as taxable compensation income to you, and you will be subject to withholding of income and employment taxes at that time. We will be entitled to a deduction equal to the amount of compensation income taxable to you if we comply with applicable withholding requirements. If you exchange shares in payment of part or all of the exercise price of a non-Incentive Stock Option, no gain or loss will be recognized with respect to the shares exchanged, regardless of whether the shares were acquired pursuant to the exercise of an Incentive Stock Option, and you will be treated as receiving an equivalent number of shares pursuant to the exercise of the option in a nontaxable exchange. The tax basis of the shares exchanged will be treated as the substituted tax basis for an equivalent number of shares received, and the new shares will be treated as having been held for the same holding period as the holding period that expired with respect to the transferred shares. The difference between the aggregate exercise price and the aggregate fair market value of the shares received pursuant to the exercise of the option will be taxed as ordinary income, just as if you had paid the exercise price in cash. The subsequent sale of the shares acquired pursuant to the exercise of a non-Incentive Stock Option generally will give rise to capital gain or loss equal to the difference between the sale price and the sum of the exercise price paid for the shares plus the ordinary income recognized with respect to the shares, and these capital gains or losses will be treated as long term capital gains or losses if you held the shares for more than one year following exercise of the option. We recommend that you consult your own tax advisor with respect to the federal, state, local and foreign tax consequences of the Exchange Program for you. 17 Section 14: Extension of Election Period; Termination; Amendment. We may at any time, and from time to time, extend the period of time during which option holders may elect to accept or reject this offer to exchange options, and delay accepting any options returned for exchange, by publicly announcing the extension and giving oral or written notice of the extension to the option holders. Prior to the expiration date for the Election Period, we may postpone accepting any eligible option or partial option for cancellation and exchange if any of the conditions specified in Section 6 of this Memorandum occur. In order to postpone the expiration date in this manner, we must publicly announce the postponement and give oral or written notice of the postponement to the option holders. Our right to delay accepting and canceling Existing Options or partial Existing Options is limited by Rule 13e-4(f)(5) under the Securities Exchange Act, which states that we must either pay the consideration we are offering for the tendered securities, or return the securities promptly after the termination of the offer. As long as we comply with any applicable laws, we may amend the Exchange Program in any way, including by decreasing or increasing the consideration offered in the Exchange Program to option holders or decreasing or increasing the number of options or shares subject to options to be exchanged or surrendered in the program. We may amend the Exchange Program at any time by publicly announcing the amendment. If we extend the length of time during which the Election Period is open, the amendment will be issued no later than 9:00 a.m., Pacific Time, on the next business day after the last previously scheduled or announced expiration date. Any public announcement relating to the Exchange Program will be sent promptly to option holders in a manner reasonably designed to inform option holders of the change. We might, for example, issue a press release. If we materially change the terms of the Exchange Program or the information about the program, or if we waive a material condition of the exchange, we will extend the Election Period to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) under the Securities Exchange Act. Under these rules the minimum period during which we must leave the Exchange Program open following material changes in the terms of the program or information about the program, other than a change in price or a change in percentage of securities sought, will depend on the facts and circumstances. If we decide to take any of the following actions, we will publish notice of the action: . we increase or decrease what we will give you in exchange for your options or partial options; or . we increase or decrease the number of options or shares subject to options eligible for exchange. If the Election Period is scheduled to expire within ten business days from the date we notify you of such an increase or decrease, we will also extend the Election Period for a period of ten business days after the date the notice is published. 18 Section 15: Fees and Expenses. We will not pay any fees or commissions to any broker, dealer or other person for asking option holders to tender their Existing Options under this Exchange Program. Section 16: Additional Information. This Memorandum is a part of a Tender Offer Statement on Schedule TO that we have filed with the SEC. This Memorandum does not contain all of the information contained in the Schedule TO and the exhibits to the Schedule TO. We recommend that you review the Schedule TO, including its exhibits, and the following materials that we have filed with the SEC before making a decision on whether to exchange your options: (a) our annual report on Form 10-K for our fiscal year ended December 31, 2000, filed with the SEC on April 2, 2001, as amended by the Form 10- K/A, filed with the SEC on April 2, 2001, including the information incorporated by reference in the Form 10-K from our definitive proxy statement for our 2001 annual meeting of stockholders, to be filed with the SEC; and (b) the description of our common stock included in our registration statement on Form 8-A which was filed with the SEC on September 20, 1999, including any amendments or reports we file for the purpose of updating that description. The SEC file number for these filings is 000-27389. These filings, our other annual, quarterly and current reports, our proxy statements and our other SEC filings may be examined, and copies may be obtained, at the following SEC public reference rooms: 450 Fifth Street, N.W. 7 World Trade Center 500 West Madison Street Room 1024 Suite 1300 Suite 1400 Washington, D.C. 20549 New York, New York 10048 Chicago, Illinois 60661 You may obtain information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public on the SEC's Internet site at http://www.sec.gov. Our common stock is quoted on the Nasdaq National Market under the symbol "IWOV," and our SEC filings can be read at the following Nasdaq address: Nasdaq Operations 1735 K Street, N.W. Washington, D.C. 20006 We will also provide without charge to each person to whom we deliver a copy of this Memorandum, upon their written or oral request, a copy of any or all of the documents to which we have referred you, other than exhibits to these documents (unless the exhibits are specifically incorporated by reference into the documents). You should direct any requests for copies to Interwoven, Inc., 1195 W. Fremont Ave., Sunnyvale, California 94087, Attention: Stock Administrator, or by calling us at (408) 774-2000. 19 As you read the documents listed in this Section 16, you may find some inconsistencies in information from one document to another. Should you find inconsistencies between the documents, or between a document and this Memorandum, you should rely on the statements made in the most recent document. The information contained in this Memorandum about Interwoven should be read together with the information contained in the documents to which we have referred you. Section 17: Forward Looking Statements; Miscellaneous. This Memorandum and our SEC reports referred to above include "forward- looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. When used in this Memorandum, the words "anticipate," "believe," "estimate," expect," "intend" and "plan" as they relate to Interwoven or our management are intended to identify these forward- looking statements. All statements by us regarding our expected future financial position and operating results, our business strategy, our financing plans and expected capital requirements, forecasted trends relating to our services or the markets in which we operate and similar matters are forward- looking statements. The documents filed by us with the SEC, including our fiscal year 2000 annual report on Form 10-K filed on April 2, 2001, discuss some of the risks that could cause our actual results to differ from those contained or implied in the forward-looking statements. These risks include our limited operating history and history of losses, uncertainty regarding future growth and demand for our products, particularly in the context of economic slowdown, and the unpredictability of quarterly revenues and earnings. In addition the exchange offer has inherent risks for option holders. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. We are not aware of any jurisdiction where this Exchange Program violates applicable law. If we become aware of any jurisdiction where the program violates applicable law, we will make a good faith effort to comply with such law. If, after such good faith effort, we cannot comply with such law, the program will not be provided to, nor will elections to exchange options be accepted from or on behalf of, the option holders residing in such jurisdiction. The Board of Directors has approved the Exchange Program because it believes that the program is fair to our stockholders and that it will provide renewed incentives to our employees. The Board believes that, for many eligible employees, the exchange will provide a better chance to obtain value from their options in the short-term. However, your decision to participate in the exchange is necessarily an individual one that should be based on your own situation and analysis. We have not authorized any person to make any recommendation on our behalf as to whether you should elect to exchange or refrain from exchanging your options pursuant to this Exchange Program. You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to give you any information or to make any representations in connection with the Exchange Program other than the information and representations contained in this document or in the accompanying letter of transmittal. If anyone makes any recommendation or 20 representation to you or gives you any information, you must not rely upon that recommendation, representation or information as having been authorized by us. Interwoven, Inc. April 20, 2001 21 ________________________________________________________________________________ ________________________________________________________________________________ PROGRAM FOR EMPLOYEES OF INTERWOVEN, INC. TO EXCHANGE OUTSTANDING OPTIONS TO PURCHASE INTERWOVEN COMMON STOCK, PAR VALUE $0.001 PER SHARE, FOR NEW OPTIONS ________________________________________________________________________________ Any questions or requests for assistance or additional copies of any documents referred to in this Memorandum may be directed to Interwoven, Inc., 1195 W. Fremont Ave., Sunnyvale, California 94087, Attention: Stock Administrator, or by calling us at (408) 774-2000. ________________________________________________________________________________ April 20, 2001 22 Schedule A: Addenda for Certain Non-U.S. Employees 23 ADDENDUM FOR EMPLOYEES IN AUSTRALIA ----------------------------------- Pursuant to the terms of a tender offer made by Interwoven, Inc. ("Interwoven") dated 20 April 2001, you have been provided with an opportunity to surrender certain options previously granted to you in exchange for new options to be granted promptly after the expiration of the tender offer. Tax Information This summary does not discuss all of the tax consequences that may be relevant to you in your particular circumstances, but is merely intended to alert you to some of the tax information you may want to consider in making your decision. Generally, it is not expected that the surrender of your existing options and the grant of new options should of itself be a taxable event. However, it is possible that you will be deemed to have disposed of your existing options in consideration for the acquisition of the new options. If a disposal is deemed to have occurred, the tax treatment depends on whether you elected to include the discount (i.e., the market value of the existing options at the time of grant less the amount you paid, if any, to acquire the options) in your assessable income for the income year in which the options were acquired. If you did not elect to include the discount in your assessable income for that year, then you may derive assessable income equal to the market value of the new options upon the deemed acquisition. If you did elect to include the discount in your assessable income, then you may derive a taxable capital gain broadly equal to the increase in the market value of the existing options between acquisition and the deemed disposal (subject to reduction by one-half if you have held the options for at least 12 months) Please note that tax laws change frequently and vary with your individual circumstances. Please consult a tax advisor to determine the tax considerations relevant to your participation in the tender offer. 24 ADDENDUM FOR EMPLOYEES IN BRAZIL -------------------------------- Pursuant to the terms of a tender offer made by Interwoven, Inc. ("Interwoven") dated 20 April 2001, you have been provided with an opportunity to surrender certain options previously granted to you in exchange for new options to be granted promptly after the expiration of the tender offer. Information Regarding Method of Exercise Due to exchange control restrictions in Brazil, you will only be able to exercise your option through the full cashless exercise method whereby the options are exercised without remitting any cash. You will not be entitled to receive and hold shares of stock of Interwoven when you exercise your options. Under the cashless exercise method of exercise, the broker will sell all of the shares that you are entitled to purchase. You will receive the cash proceeds from the sale, minus the exercise price and any taxes, withholding obligations, commissions and brokers' fees associated with the transaction. 25 ADDENDUM FOR EMPLOYEES IN CANADA -------------------------------- Pursuant to the terms of a tender offer made by Interwoven, Inc. ("Interwoven") dated 20 April 2001, you have been provided with an opportunity to surrender certain options previously granted to you in exchange for new options to be granted promptly after the expiration of the tender offer. Securities Information Any options which may be granted to you pursuant to the terms of the tender offer may be conditional on obtaining necessary securities regulatory approvals or exemptions from the applicable securities regulatory authorities. Although Interwoven does not anticipate any difficulty in obtaining necessary approvals or exemptions, it is possible that such options will not be granted until such time as such approvals or exemptions are obtained and will be subject to any conditions imposed by the securities regulatory authorities. Tax Information This summary does not discuss all of the tax consequences that may be relevant to you in your particular circumstances, but is merely intended to alert you to some of the tax information you may want to consider in making your decision. Whether the grant of new options and cancellation of old options pursuant to the terms of the tender offer should be a taxable event under the Income Tax Act (Canada) is not certain. It is possible that if the stock price on the date of the cancellation of existing options is higher than the exercise price of the new options, the value of the new options would be required to be included in your income. Additionally, it is possible that this amount may not be added to the cost base of the new options for the purpose of calculating employment income upon the exercise of the new options, or the cost of base of the acquired shares for the purpose of calculating any capital gains or losses arising on the disposition of such shares. Please note that tax laws change frequently and vary with your individual circumstances. Please consult a tax advisor to determine the tax considerations relevant to your participation in the tender offer. 26 ADDENDUM FOR EMPLOYEES IN THE NETHERLANDS ----------------------------------------- Pursuant to the terms of a tender offer made by Interwoven, Inc. ("Interwoven") dated 20 April 2001, you have been provided with an opportunity to surrender certain options previously granted to you in exchange for new options to be granted promptly after the expiration of the tender offer. Tax Information To the extent that your existing options were granted under the tax laws in effect prior to 1 January 2001, you may have already paid tax on the portion of your existing options which has vested. Any tender of your existing options for cancellation may also be viewed as a notional exercise which could trigger additional tax liability if this notional exercise occurs within three years of the grant date. The precise amount and method of calculation of such liability is uncertain. The amount of any such taxes would not be recoverable and could not be credited against any future tax you will be required to pay in connection with any new options granted to you pursuant to the terms of the tender offer. If you agree to limit your method of exercise for the new options to a cashless exercise (same day sale), you will be taxed only upon exercise of the new options and immediate sale of the shares. If you do not agree to a cashless exercise/same day sale, you may not be able to defer the payment of tax until exercise. Please note that tax laws change frequently and vary with your individual circumstances. Please consult a tax advisor to determine the tax considerations relevant to your participation in the tender offer. 27 ADDENDUM FOR EMPLOYEES IN SINGAPORE ----------------------------------- Pursuant to the terms of a tender offer made by Interwoven, Inc. ("Interwoven") dated 20 April 2001, you have been provided with an opportunity to surrender certain options previously granted to you in exchange for new options to be granted promptly after the expiration of the tender offer. Tax Information This summary does not discuss all of the tax consequences that may be relevant to you in your particular circumstances, but is merely intended to alert you to a new development in the taxation of employee options that may be of benefit to you. Generally, the grant of new options pursuant to the terms of the tender offer should not be a taxable event under the Income Tax Act. However, although we do not believe there will be a taxable event on the exchange, this is not completely certain. It is not clear, however, on what basis you would be taxed if the cancellation and re-grant of options is considered to be a taxable event under the Income Tax Act. Effective 1 April 2001, a new scheme will be available that provides favorable tax treatment for stock options, provided that certain requirements are satisfied. It is possible that the new grant may be structured to achieve such favorable tax consequences (which may include deferral of tax on exercise), but no assurances can be given to that effect. Please note that tax laws change frequently and vary with your individual circumstances. Please consult a tax advisor to determine the tax considerations relevant to your participation in the tender offer. 28 ADDENDUM FOR EMPLOYEES IN UNITED KINGDOM ---------------------------------------- Pursuant to the terms of a tender offer made by Interwoven, Inc. ("Interwoven") dated 20 April 2001, you have been provided with an opportunity to surrender certain options previously granted to you in exchange for new options to be granted promptly after the expiration of the tender offer. Tax Information This summary does not discuss all of the tax consequences that may be relevant to you in your particular circumstances, but is merely intended to alert you to some of the tax information you may want to consider in making your decision. You may have been granted all or a portion of your existing options under an option plan approved by the UK Inland Revenue. Options granted under an approved plan entitle you to preferential tax treatment (i.e., tax due on the difference between the fair market value of shares on the date of exercise and the exercise price may be deferred until the time of sale, when capital gains treatment may apply). Grants made under an approved plan also exempt you from paying National Insurance Contributions ("NICs") in connection with the exercise of options (discussed below). Grants of new options made pursuant to the terms of the tender offer will not be made under the approved scheme and therefore will not entitle you to the preferential tax treatment or an exemption from the payment of NICs. You may wish to take this into consideration when deciding whether to tender existing options. In accordance with rules promulgated by the Inland Revenue, employers and employees are required to pay National Insurance Contributions ("NICs") based on the employee's earnings, including the "spread" between the fair market value on the date of exercise and the exercise price of options granted to employees after 5 April 1999. New legislation has been enacted which allows an employer to transfer the employer's NIC liability to employees in connection with the exercise, assignment, release or cancellation of options by entering into an agreement with each employee providing that the employee will meet the employer's NIC liability in such circumstances. If you choose to exchange your existing options for new options, Interwoven and its subsidiaries will require that you agree to absorb the employer's NIC liability on option exercise and to enter into a joint election to be submitted to the Inland Revenue which will provide that you will pay any NIC liability arising on the exercise of the new options which may be granted to you. You may wish to take this into consideration when deciding whether to tender existing options. It is Interwoven's understanding that you will be entitled to deduct the NIC payments you make for the purposes of calculating the amount of the gain subject to income tax on the exercise of the new options. Please note that tax laws change frequently and vary with your individual circumstances. Please consult a tax advisor to determine the tax considerations relevant to your participation in the tender offer. 29 EX-99.(A)(2) 3 dex99a2.txt SUMMARY OF TERMS Exhibit (a)(2) SUMMARY OF TERMS FOR OPTION EXCHANGE PROGRAM -------------------------------------------------------------------- PLEASE RESPOND BY 5:00 P.M. ON MAY 18, 2001. -------------------------------------------------------------------- Please check your election and sign and date the Election Form and return it to Stock Administration, by fax or by mail, as indicated on the Election Form, as soon as possible but NO LATER THAN May 18, 2001 at 5:00 p.m., Pacific Time. If you have any questions, please contact Stock Administration. -------------------------------------------------------------------- -------------------------------------------------------------------- The following are answers to some of the questions that you may have about the Exchange Program. We urge you to read the full Option Exchange Memorandum accompanying this Summary because the information in this Summary does not contain all details of the Exchange Program. We have included references to the relevant sections of the Option Exchange Memorandum where you can find more detailed discussion of the topics addressed in this Summary. We have divided this Summary into three main parts: . the general terms of the Exchange Program; . options that we will grant; and . what you need to do to participate or not participate in the Exchange Program. I. The Exchange Program 1. Why are we providing this Exchange Program? Many of our outstanding stock options have exercise prices that are significantly higher than the current market price of our common stock. By offering this Exchange Program we intend to maximize stockholder value by creating better performance incentives for our employees, improving employee retention and reducing recruiting costs. 2. What options are eligible for exchange? We are offering our employees an opportunity to exchange their existing Interwoven stock options ("Existing Options") for new nonqualified Interwoven stock options that will have an exercise price of $14.63, the average of the closing prices for our common stock as reported by the Nasdaq National Market on April 17 through April 19, 2001, and a new vesting schedule ("New Options"). Employees can also exchange part of any Existing Option, and they will receive a New Option and in exchange for the Existing Option shares they return. The portion of the Existing Option they do not exchange will be amended to reflect the cancellation of the exchanged shares ("Amending Existing Option"). The terms of the Amended Existing Option will remain the same. All outstanding (unexercised) Interwoven employee stock options are eligible for the exchange. We will issue the New Options under our 1999 Equity Incentive Plan and our 2000 Stock Incentive Plan. 3. What will I receive in exchange for the options I return? For each two Existing Option shares you elect to exchange, you will be granted one New Option share. Think of the program as a two-for-one exchange: two shares subject to any Existing Option for every one share subject to the New Option issued in exchange. If you exchange an odd number of shares, we will round down the number of shares in the New Option to the nearest whole share. Example. If you elect to exchange an Existing Option for 1,000 shares, you will receive a New Option for 500 shares. If you elect to exchange an Existing Option for 775 shares, you will receive a New Option for 387 shares. 4. Are there conditions to the exchange? Our offer to exchange options is subject to the conditions we describe in this Summary, Section 6 and other parts of the Option Exchange Memorandum, the --------- Election Forms and the attachments to those documents. However, the offer does not include any condition that a minimum number of employees participate in the exchange or that a minimum number of options be exchanged. 5. Are there any eligibility requirements I must satisfy in order to receive the New Options? Yes. In order to receive New Options, you must be an employee of Interwoven, or one of its subsidiaries, on April 20, 2001, the date the Exchange Program begins, AND on May 18, 2001, the date the Exchange Program ends ("Election --- Period"). If you are not an employee of Interwoven, or one of its subsidiaries, on both of these dates, you are NOT eligible to participate in the Exchange --- Program. 6. After I have made my election, can I change my mind about whether to participate in the Exchange Program? Yes, but you must do so during the Election Period. After you turn in the Election Form, you can change your election by delivering a completed and signed Change of Election Form, which is available on the company intranet (http://intranet.interwoven.com) to Stock Administration before 5:00 p.m. on May - ------------------------------- 18, 2001, unless we extend the deadline. If we extend the Election Period beyond that time, you may change your previous election at any time until the new expiration date of the Election Period. See Section 4 of the Option --------- Exchange Memorandum. 7. When does the Exchange Program expire? Can the program be extended, and if so, how will I know if it is extended? The Exchange Program will expire at 5:00 p.m., Pacific Time, on May 18, 2001, unless we extend it. Although we do not currently intend to do so, we may at any time, in our discretion, extend the Election Period. If we extend the Election Period, we will publicly announce the extension no later than 9:00 a.m., Pacific Time, on May 19, 2001. See Section 14 of the Option Exchange Memorandum. ---------- 8. What accounting consequences will the Exchange Program have for Interwoven? As a result of our decision to provide the Exchange Program to our employees, all New Options, Amended Existing Options and Existing Options or partial Existing Options that are not exchanged under the Exchange Program will be treated for financial reporting purposes as variable awards. This means that we will be required to record a non-cash accounting charge reflecting increases and decreases in the price of our common stock in compensation expense in connection with the New Options, Amended Existing Options and Existing Options or partial Existing Options that are not exchanged. We will have to continue to reflect decreases and increases in the price of our common stock in our statement of operations with respect to these options for the entire term of the options or until they are exercised, forfeited or terminated. The higher the market value of our common stock, the greater the compensation expense. See Section 11 of ---------- the Option Exchange Memorandum. 9. Does Interwoven recommend participating in the exchange? The Board of Directors has approved the Exchange Program because it believes that the program is fair to our stockholders and that it will provide renewed incentives to our employees. The Board believes that, for many eligible employees, the exchange will provide a better chance to obtain value from their options in the short-term. However, your decision to participate or not participate in the exchange is an individual one that should be based on your own situation and analysis. We still intend to provide long-term incentives through our regular stock option plans. II. The New Options 1. What will the exercise price of the New Options be? The New Options will have an exercise price of $14.63, the average of the closing prices for our common stock as reported by the Nasdaq National Market on April 17 through April 19, 2001. To calculate the exercise price for the New Options, we added up the closing prices on each of April 17th, 18th and 19th and divided the total by three. The closing price for our common stock on April 17th was $11.37, on April 18th was $16.36 and on April 19th was $16.17. The exercise prices of many of our outstanding options are higher than the current market price of our common stock, which closed at $16.17 on April 19, 2001. Please refer to Section 7 of the Option Exchange Memorandum for more --------- information on our past stock prices. Also, please remember that your Existing Options may have a lower exercise price than the New Options you would receive in the exchange. It is up to you to check whether it makes sense for you to exchange an Existing Option for a New Option. You should obtain current market quotations for our common stock and consult with your own advisors before deciding whether to participate in the exchange. 2. When will I receive my New Options? The New Options will have a grant date of April 20, 2001. We expect to distribute the New Option agreements (and any Amended Existing Option agreements) within six to eight weeks after the expiration of the Election Period. See Section 5 of the Option Exchange Memorandum. --------- 3. When will the New Options and the Amended Existing Options expire? A New Option will expire five years after its grant date, unless it terminates earlier than that date because the option holder leaves Interwoven. Please refer to Section 8 of the Option Exchange Memorandum for more details on the --------- circumstances under which the New Options can terminate before they expire. Any Amended Existing Options will expire on the same date the prior Existing Option would have expired. 4. Will I have to wait longer to exercise my New Options than I would have to wait with my Existing Options? It depends on the terms of your prior option and how long you held that option. Interwoven's options usually become exercisable as they vest. Because all the vesting schedules for the New Options will re-start on the grant date, you will have to wait for the New Option to vest (at least six months after the grant date) before you can exercise the New Option. In some cases, the six-month cliff may be shorter than the time you would have had to wait under your prior option. In other cases your Existing Option may already be vesting monthly, in which case you would have to wait longer before you could exercise your New Option. Example. Assume you currently have an option for 12,000 shares, with 3,000 (1/4th) of the shares vesting after one year and 250 shares (1/48th) of the shares vesting each month thereafter: . If you have held that Existing Option for just over 12 months, 3,000 shares would be vested, and you could exercise that vested part of your option at any time. If you were to exchange all 12,000 shares, you would receive a completely unvested New Option for 6,000 shares; you would not be able to exercise the New Option at all during the six months following the date of grant, and you would be able to exercise the New Option for 750 (1/8th) of the shares on October 20, 2001 (six months after the date of grant). . If you have held the Existing Option for three months, you could first exercise the New Option three months sooner than the prior option, but, again, only for 750 shares (i.e. six months of vesting in the New Option for 6,000 shares) as opposed to 3,000 shares (i.e. one year of vesting in the prior option to purchase 12,000 shares). This comparison of vesting is not a complete picture because the exercise price of the replacement options will be lower than that of the Existing Options, so you may derive a greater economic benefit from the New Options even though they will cover fewer shares. 5. How will the New Options vest? The New Options will have a new vesting schedule with a six-month "cliff," or waiting period, after which 12.5% of the shares subject to each New Option will be vested and exercisable. After that six-month period the New Options will vest monthly for the remaining 42 months of the vesting schedule so that the New Options will be 100% vested and exercisable four years after the grant date of April 20, 2001. Vesting will generally continue for as long as you remain an employee of Interwoven. Example. Assume that you currently have an option for 12,000 shares, with 3,000 (1/4th) of the shares vesting after one year, and 250 (1/48th) of the shares vesting each month thereafter, provided you remain an employee of Interwoven. If you exchange all of the Existing Option, your New Option would be for 6,000 shares. After six months, 750 (or 1/8th) of the shares would be vested, and 125 (1/48th) of the shares would vest each month thereafter, provided you remain an employee of Interwoven. 6. If I only exchange part of an Existing Option, how will the New Option and the Amended Existing Option vest? The New Option would be for half of the shares subject to the partial Existing Option given up in the exchange, and it would have the vesting schedule described in question II.5 above (i.e. a six-month cliff and monthly vesting thereafter for a total of four years). The Amended Existing Option would be for any of the shares not given up in the exchange, and the vesting schedule for the Amended Existing Option would be applied as if the former vesting schedule applying to the prior Existing Option was applied to the remaining option shares. Example. If you were to accept the offer to exchange with respect to only 6,000 shares of an Existing Option to purchase 12,000 shares, and, as of the date of the exchange, 6,000 ( 1/2) of the Existing Option shares were vested after two years, and an additional 250 (1/48th) of the shares were vesting each month thereafter, you would receive: . a New Option for 3,000 shares with the New Option vesting schedule; and . an Amended Existing Option for 6,000 shares with the same vesting schedule as the one you had for your prior Existing Option, except applied to the 6,000 shares as opposed to the 12,000 shares (so 3,000 (1/2) of the shares would be vested as of the date of the exchange, and an additional 125 (1/48th) of the shares would vest each month thereafter. 7. What happens to my Existing Option shares if I participate in the exchange? If you elect to exchange an Existing Option or partial Existing Option, the shares of the Existing Option or partial Existing Option will be canceled, you will have no further right or interest in those shares, whether vested or unvested, and you will receive a New Option in exchange for the canceled Existing Option or partial Existing Option. 8. Can I designate the Incentive Stock Option (I) or Non-Qualified (N) portion of a single Existing Option with the same numerical option number for Exchange? No. We consider the combination of the I and N portions of an Existing Option as a single grant under the same option number. Example. If you have an Existing Option that has two Notices of Grant of Stock Options and Option Agreement, one with option number I 880001 for 4,900 shares, and the other with option number N 880001 for 3,600 shares, we consider this as one grant for an aggregate of 8,500 shares, which has only been sub-divided to satisfy IRS Incentive Stock Option regulations. Assume you have elected to exchange 2,000 shares of this Existing Option. We will automatically cancel the original I and N portions of the grant, issue a New Option for 1,000 non- qualified shares, and an Amended Existing Option for 6,500 shares, and the Amended Existing Option will be an Incentive Stock Option to the maximum extent permitted by IRS regulations. Any option shares that cannot be Incentive Stock Option shares will be nonqualified option shares. The Amended Existing Option will have the same vesting schedule as the Existing Option. 9. What happens to my Existing Options if I do not participate in the exchange or if my options are not accepted for exchange? Nothing. If you decide to reject the offer to exchange your options or do not elect to participate in the exchange, or if we do not accept the options you return, you will keep all of your current options, and you will not receive any New Options. No changes will be made to your current options. 10. If I elect to exchange Existing Options, do I have to exchange all of my Existing Options or can I just exchange some of them? You may choose to return all, some or none of your Existing Options. You can also elect to exchange only part of any single Existing Option. 11. If I exchange Incentive Stock Options, will my New Options be Incentive Stock Options? No. All New Options will be nonqualified stock options and not Incentive Stock Options, regardless of whether the options you exchange are Incentive Stock Options. See Section 13 of the Option Exchange Memorandum. ---------- 12. If I have Incentive Stock Options, what happens if I elect not to exchange them or only elect to exchange part of one? If you have an Incentive Stock Option, we do not believe that this Exchange Program will disqualify that option from treatment as an Incentive Stock Option if you do not elect to participate in the exchange. Further, we do not believe that an amendment of that Existing Option to reduce the number of shares subject to that option will disqualify it from treatment as an Incentive Stock Option. However, the applicable income tax rules can be complicated and may depend on your individual circumstances, so we recommend that you consult with your own tax advisor to determine the tax consequences of the sale of the common stock that you will receive when you exercise your unexchanged Existing Option or Amended Existing Option. See Section 13 of the Option Exchange Memorandum. ---------- 13. Will I have to pay taxes if I exchange my options? We know of no adverse tax consequence that will affect any employee in the United States with respect to options or partial options exchanged and re- granted under this program. If you exchange your current options or parts of such options for New Options, we believe you will not be required under current law to recognize income for federal income tax purposes at the time of the exchange and that the exchange will be treated as a non-taxable exchange. Further, at the date of grant of the New Options, you will not be required under current law to recognize income for federal income tax purposes. However, we recommend that you consult with your own tax advisor to determine your specific tax consequences of participating in the exchange. If you are an employee based outside of the United States, we recommend that you consult with your own tax advisor to determine the tax and related consequences of this transaction under the laws of the country in which you live and work. See Section 13 of the Option Exchange Memorandum. ---------- III. Participation in the Exchange Program 1. What do I need to do to participate in the Exchange Program? A. Return Your Election Form. If you offer your Existing Options or any -------------------------- part of those options for exchange, you must complete and sign the Election Form and return it to Margaret Venables, Stock Administration, by fax or by mail, as indicated on the Election Form, before 5:00 p.m., Pacific Time, on May 18, 2001. B. Required Information on the Election Form. The information that you ------------------------------------------ will need to complete your Election Form, including the options that you hold and the number of shares subject to those options is available at www.optionslink.com. Please do not contact Stock Administration for ------------------- --- this information. If you need your username and password, please call OptionsLink at (800) 838-0908 (International: +1 (650) 599-0125). Please note that we may reject any Eligible Option to the extent you do not properly complete the Election Form or to the extent we determine it would be unlawful for us to accept the option. C. Hard Copy of Election Form Required. We will only accept a hard ------------------------------------ (paper) copy of your Election Form. Delivery of your Election Form by e-mail will not be accepted. If you do not sign and deliver the Election Form before the deadline, it will have the same effect as if you elected not to exchange any of your options; you will not participate in the option exchange, and all stock options you currently hold will remain intact at their original price and original terms. D. Unable to Deliver Election Form. If you cannot deliver your Election -------------------------------- Form to Stock Administration, then you should contact Stock Administration at stock@interwoven.com or at (408) 530-7140 -------------------- E. Other Documents. You should review this Summary of Terms, the ---------------- accompanying Option Exchange Memorandum, the Election Forms and the attachments to those documents, and consult with your tax or financial advisor before making your election. You do not need to return your stock option agreements and forms for your Existing Options to elect to participate in this exchange. F. Extension of Term of Exchange Program. If we extend the Election -------------------------------------- Period beyond May 18, 2001, you must sign and deliver the Election Form before the new expiration date. Although we may later extend, terminate or amend the Exchange Program, we currently expect to accept all properly exchanged options promptly after the Election Period expires. 2. What do I need to do if I do NOT want to participate in the Exchange Program? If you do not want to participate in the Exchange Program, complete and sign the Election Form indicating that you do NOT want to participate in the Exchange Program and return it to Stock Administration by May 18, 2001. IV. Contact Information For additional information or assistance, you should contact Margaret Venables or Estela Lemus, Stock Administration, at stock@interwoven.com or at (408) 530- -------------------- 7140, or Allan Smirni at asmirni@interwoven.com. ---------------------- EX-99.(A)(3) 4 dex99a3.txt COVER LETTER TO EMPLOYEES EXHIBIT (a)(3) [LOGO OF INTERWOVEN] April 20, 2001 Dear Employees: Attached you will find the details of a stock option Exchange Program. We believe that employee ownership incentives are important to the success of Interwoven, and, in light of recent declines in the market price of our common stock, we are implementing this Exchange Program to strengthen the compensatory and incentive effect of employee stock ownership programs. Please take the time to read the documents and instructions enclosed with this letter. An overview of the Exchange Program and instructions on what you need to do to exchange your options appear in the attached Summary of Terms. We also urge you to read the accompanying Option Exchange Memorandum for a more complete description of the Exchange Program. We have enclosed the applicable Election Forms for you to use when you make your decision about whether to exchange your options. Please note: you need to return your Election Form to Stock Administration no later than May 18, 2001 at 5:00 p.m. Pacific Time. If you do not turn in your Election Form by the deadline, then you will not participate in the option exchange, and any options you currently hold will remain intact at their original price and original terms. If you have any questions about the Exchange Program, please contact Margaret Venables or Estela Lemus, Stock Administration, at stock@interwoven.com -------------------- or at (408) 530-7140, or Allan Smirni at asmirni@interwoven.com. ---------------------- Sincerely, /s/ David M. Allen ------------------- David M. Allen Senior Vice President and Chief Financial Officer Enclosures EX-99.(A)(4) 5 dex99a4.txt ELECTION FORM EXHIBIT (a)(4) [LOGO OF INTERWOVEN] ELECTION FORM ------------- YOU MUST SIGN AND DELIVER THIS ELECTION FORM TO STOCK ADMINISTRATION BEFORE ------ 5:00 P.M. (PACIFIC TIME), ON MAY 18, 2001, or the deadline to exchange options - ----------------------------------------- is extended, before the extended expiration of the offer. If you accept the offer to exchange options, please identify the options (or parts of options) you wish to exchange by completing the table below. These options will be exchanged for New Options in accordance with the terms and conditions of the Option Exchange Memorandum. The information you will need to complete your form is available at www.optionslink.com. Please do not contact ------------------- ------ Stock Administration for this information. If you need your username and password, please call OptionsLink at (800) 838-0908 (International: +1 (650) 599-0125). If you need more space, you can use additional copies this form, but you must fully complete each additional form. If you do not indicate any options or parts of options to be exchanged, you will not receive any New Options.
EXISTING OPTIONS TO BE EXCHANGED (to be exchanged for New Options if you accept the offer) - ------------------------------------------------------------------------------------------------------------------- 1. 2. 3. 4. 5. Grant Number Grant Date Exercise Price Number of Existing Number of Shares You (Enter the numeric (on a post-split basis) Option Shares Wish to Exchange* portion only. (on a post-split basis) See Section II No. 8 of Summary) - ------------------------------------------------------------------------------------------------------------------- I/N - ------------------------------------------------------------------------------------------------------------------- I/N - ------------------------------------------------------------------------------------------------------------------- I/N - ------------------------------------------------------------------------------------------------------------------- I/N - -------------------------------------------------------------------------------------------------------------------
* Please indicate the number of shares that you wish to return for exchange. Stock Administration will perform the calculation of the number of resulting New Option shares for you. If you write "1,000" shares in Column 5 above, Stock Administration will assume that you intend to receive a New Option for 500 shares. - -------------------------------------------------------------------------------- Please check one box below, sign and date where indicated, provide your home telephone number, and return this form to Margaret Venables, Stock Plan Administrator, by fax ((501) 421-7282 or (413) 653-1815) or by first class (or air) mail (1195 West Fremont Avenue, Sunnyvale, CA 94087) BEFORE 5:00 P.M. ---------------- (PACIFIC TIME), ON MAY 18 2001, or if the deadline to exchange options is - ------------------------------ extended, before the extended expiration of the offer. If you mail this form, it must be mailed in sufficient time for it to be received by May 18, 2001. IF YOU DO NOT TURN IN YOUR ELECTION FORM BY THE DEADLINE, YOU WILL NOT PARTICIPATE IN THE OPTION EXCHANGE PROGRAM, AND ALL STOCK OPTIONS CURRENTLY HELD BY YOU WILL REMAIN INTACT AT THEIR ORIGINAL PRICE AND ORIGINAL TERMS. Stock Administration will notify you by email to advise you that your form has been received. Also, please note that you do not need to include any option letters or other documents relating to the options that you are exchanging, if any. Interwoven will exchange and cancel such options electronically and update your option records accordingly: this will take approximately 6-8 weeks to complete. - -------------------------------------------------------------------------------- SIGNATURE OF OPTIONEE --------------------- [_] I ACCEPT the offer to exchange options with respect to the Existing Options or partial Existing Options indicated in the table above. [_] I DO NOT accept the offer to exchange options with respect to any of my Existing Options. - ------------------------------------ -------------------------------------- Please Sign Above Date - ------------------------------------ -------------------------------------- Please Print or Type Your Name Above Home Telephone Number (with area code) -------------------------------------------- For Stock Administration Use Only: Form received on: --------------------------- Optionee notified by e-mail on: ------------- New Option information inputted on: --------- -------------------------------------------- EX-99.(A)(5) 6 dex99a5.txt CHANGE OF ELECTION FORM EXHIBIT (a)(5) CHANGE OF ELECTION FORM ----------------------- ================================================================================ If you previously completed and turned in your Election Form, and would like to change your election forsome or all of the options or parts of options you last elected to exchange, you must complete and sign this Change of Election Form and return it to Stock Administration before 5:00 p.m., on May 18, 2001, unless the --------------------------------- offer is extended. These options will be exchanged for new options in accordance with the terms and conditions of the Option Exchange Memorandum. This Change of Election Form will supercede, in its entirety, the Election Form you previously returned. For additional information or assistance, you should contact Margaret Venables, Stock Plan Administrator, via e-mail at stock@interwoven.com or at (408) 530-7140. - -------------------- The information that you will need to complete your form is available at www.optionslink.com. Please do not contact Stock Administration for this - ------------------- ------ information. If you need your username and password, please call OptionsLink at (800) 838-0908 (International: +1 (650) 599-0125). If you need more space, you can use additional copies this form, but you must fully complete each additional form. If you do not indicate any options or parts of options to be exchanged, you will not receive any new options. ================================================================================
EXISTING OPTIONS TO BE EXCHANGED (to be exchanged for New Options if you accept the offer) - ------------------------------------------------------------------------------------------------------------------- 1. 2. 3. 4. 5. Grant Number Grant Date Exercise Price Number of Existing Number of Shares You (Enter the numeric (on a post-split basis) Option Shares Wish to Exchange* portion only. (on a post-split basis) See Section II No. 8 of Summary.) - ------------------------------------------------------------------------------------------------------------------- I/N - ------------------------------------------------------------------------------------------------------------------- I/N - ------------------------------------------------------------------------------------------------------------------- I/N - ------------------------------------------------------------------------------------------------------------------- I/N - -------------------------------------------------------------------------------------------------------------------
* Please indicate the number of shares that you wish to return for exchange. Stock Administration will perform the calculation of the number of resulting New Option shares for you. If you write "1,000" shares in Column 5 above, Stock Administration will assume that you intend to receive a new option for 500 shares. - -------------------------------------------------------------------------------- Please check one box below, sign and date where indicated, provide your home telephone number, and return this form to Margaret Venables, Stock Administrator, by fax ((501) 421-7282 or (413) 653-1815) or by mail (1195 West Fremont Avenue, Sunnyvale, CA 94087) BEFORE 5:00 P.M. (PACIFIC TIME), ON MAY 18 ------------------------------------------ 2001, or if the deadline to exchange options is extended, before the extended - ---- expiration of the offer. IF YOU DO NOT TURN IN YOUR CHANGE OF ELECTION FORM BY THE DEADLINE, YOUR PREVIOUS ELECTION FORM WILL BE USED. Stock Administration will notify you by email to advise you that your change of election has been received. - -------------------------------------------------------------------------------- SIGNATURE OF OPTIONEE The table above indicates the existing options or parts of existing options that I want to exchange. I understand that any previous Election Form I delivered to Interwoven will be replaced and superceded in its entirety by this form, and my participation in the option exchange program and the new options I receive will be controlled by this Change of Election Form (and any other Change of Election Forms dated as of the same date.) ____________________________________ ________________________________ Please Sign Above Date ____________________________________ ________________________________ Please Print or Type Your Name Above Home Telephone Number (with area code) For Stock Administration Use Only: Form received on: --------------------------- Optionee notified by e-mail on: ---------------------------------- New Option information inputted on: -------------------------------- ---------------------------------------------- EX-99.(A)(6) 7 dex99a6.txt DISCUSSION OF TENDER OFFER AVAILABLE ON WEB SITE EXHIBIT (a)(6) While I'm on the subject of shares, today we announced our intent to offer our employees a stock option exchange plan, which provides employees the opportunity to exchange existing granted options for newly priced options on a 2:1 basis. That is to say, any employee who wishes to participate may relinquish 2 old options and will receive in return 1 new option. We strongly believe this plan serves to achieve two critical shareholder objectives: the first of which is obvious - employee retention. The second objective is to reduce future stock overhang by reducing the number of options outstanding. EX-99.(A)(7) 8 dex99a7.txt INTERWOVEN PRESS RELEASES DATED APRIL 17, 2001 EXHIBIT (a)(7) FIRST PRESS RELEASE Interwoven Announces Record First Quarter Results --Revenue growth - 337% year over year-- SUNNYVALE, Calif., April 17, 2001 -- Interwoven, Inc. (Nasdaq: IWOV), the leading provider of enterprise-class content management software, today reported first quarter results, with revenues for the quarter ended March 31, 2001 of $60.5 million, an increase of 337% over revenues of $13.9 million for the quarter ended March 31, 2000 and a 11% sequential increase over revenues of $54.6 million for the quarter ended December 31, 2000. License revenues represented 64%, and service revenues 36%, of the total revenues for Q1 2001. With the addition of 91 new license customers in Q1 2001, Interwoven now has over 740 customers. Net income for the quarter ended March 31, 2001, before the effect of non-cash charges related to stock-based compensation and acquisition-related expenses, was $2.3 million, or $0.02 per share on a supplemental basic and diluted basis, compared with a net loss of $2.2 million, or $0.02 per share on a supplemental basic and diluted basis, for the quarter ended March 31, 2000. Interwoven announced an option exchange program that will be offered to employees as an opportunity to exchange existing options for newly issued options on a 2:1 basis. Any employee who wishes to participate may relinquish two old options and, in return, will receive one new share to be granted at a future date, with a new exercise price that will be based on the fair market value at the time of grant. "Once again Interwoven has outpaced its competitors even during a time when customers are evaluating their IT spending priorities with more caution," said Martin Brauns, president and CEO of Interwoven. "Content management continues to be recognized as a priority in the IT budget because it delivers demonstrable results to a company's eBusiness success." Q1 Highlights Customers Interwoven signed 91 new license customers in the quarter ended March 31, 2001. New customers included Allstate Corporation, Boston Scientific Corp., Citicorp Diners Club Inc., CNA Life, Intuit Inc., Kennametal Inc., Newell Rubbermaid Inc., Palm, Inc., Pfizer Inc., Reuters Health Information Inc., Six Flags Inc., Teleglobe Inc., Thomson Financial, and Virginia Electric & Power. With these additions, Interwoven's total enterprise customer count is now over 740. The Interwoven customers list includes 42 of the Fortune 100. Interwoven also saw significant reorders from many of its larger customers including Aon Corp., Compaq Computer Corp., Ericsson Enterprise and Toyota Motor Corp. International 39 new international customers were added in the quarter ended March 31, 2001, including Activest (member of HypoVereinsbank Group), AMP Henderson Global Investors, Australian Tourist Commission, De Beers Consolidated Mines Ltd., Dresdner Bank A.G., Gemplus S.A., Kao Corp., Lycos Europe N.V., Oversea-Chinese Banking Corp. Ltd., Singapore Telecommunications Ltd., Skandia Insurance, and Sol Melia S.A. Products/Partners Alliance and Product highlights During Q1 2001 - -- Interwoven announced TeamCatalog, which enables customers to assemble and manage catalog content while automating the processes necessary to ensure "transaction-ready" product information. - -- IBM will OEM a tightly integrated version of Interwoven's content management software. - -- Interwoven's content submission capabilities are now integrated into the Plumtree portal. About Interwoven Interwoven, Inc. (Nasdaq: IWOV) is the world's leading provider of enterprise- class content management software. Its solutions control the development, management and deployment of Web content and are the de facto standard for over 700 Global 1000 companies including General Electric, General Motors and Cisco Systems. Interwoven teams with the leading best-of-breed eBusiness application providers to provide customers an end-to-end platform for eBusiness. For more information on the fastest growing software company in Silicon Valley and its proven XML-based solutions, visit the Interwoven Web site at www.interwoven.com. - ------------------ This press release contains "forward-looking" statements, including projections about our business growth. For example, statements in the future tense, and statements including words such as "expect," "plan," "estimate," "anticipate" or "believe," are forward-looking statements. These statements are based on information available to us at the time of the release; we assume no obligation to update any of them. The statements in this release are not guarantees of future performance. Actual results could differ materially from our current expectations as a result of numerous factors, including the fact that our market is new and customer acceptance of our products is not proven, our growing dependence on large customer orders, special difficulties associated with international expansion, the extent to which we incur stock based compensation charges and potential unexpected difficulties with integration of recent acquisitions. These and other risks and uncertainties associated with our business are described in our most recent annual report on Form 10-K and subsequent Forms 10-Q and 8-K, which are on file with the SEC and available through www.sec.gov. ----------- SECOND PRESS RELEASE Interwoven Announces Record First Quarter Results --Revenue growth - 337% year over year-- SUNNYVALE, Calif., April 17, 2001 -- Interwoven, Inc. (Nasdaq: IWOV), the leading provider of enterprise-class content management software, today reported first quarter results, with revenues for the quarter ended March 31, 2001 of $60.5 million, an increase of 337% over revenues of $13.9 million for the quarter ended March 31, 2000 and a 11% sequential increase over revenues of $54.6 million for the quarter ended December 31, 2000. License revenues represented 64%, and service revenues 36%, of the total revenues for Q1 2001. With the addition of 91 new license customers in Q1 2001, Interwoven now has over 740 customers. Net income for the quarter ended March 31, 2001, before the effect of non-cash charges related to stock-based compensation and acquisition-related expenses, was $2.3 million, or $0.02 per share on a supplemental basic and diluted basis, compared with a net loss of $2.2 million, or $0.02 per share on a supplemental basic and diluted basis, for the quarter ended March 31, 2000. Interwoven announced an option exchange program that will be offered to employees as an opportunity to exchange existing options for newly issued options on a 2:1 basis. Any employee who wishes to participate may relinquish two old shares and, in return, will receive one new share to be granted at a future date, with a new exercise price that will be based on the fair market value at the time of grant. "Once again Interwoven has outpaced its competitors even during a time when customers are evaluating their IT spending priorities with more caution," said Martin Brauns, president and CEO of Interwoven. "Content management continues to be recognized as a priority in the IT budget because it delivers demonstrable results to a company's eBusiness success." Q1 Highlights Customers Interwoven signed 91 new license customers in the quarter ended March 31, 2001. New customers included Allstate Corporation, Boston Scientific Corp., Citicorp Diners Club Inc., CNA Life, Intuit Inc., Kennametal Inc., Newell Rubbermaid Inc., Palm, Inc., Pfizer Inc., Reuters Health Information Inc., Six Flags Inc., Teleglobe Inc., Thomson Financial, and Virginia Electric & Power. With these additions, Interwoven's total enterprise customer count is now over 740. The Interwoven customers list includes 42 of the Fortune 100. Interwoven also saw significant reorders from many of its larger customers including Aon Corp., Compaq Computer Corp., Ericsson Enterprise and Toyota Motor Corp. International 39 new international customers were added in the quarter ended March 31, 2001, including Activest (member of HypoVereinsbank Group), AMP Henderson Global Investors, Australian Tourist Commission, De Beers Consolidated Mines Ltd., Dresdner Bank A.G., Gemplus S.A., Kao Corp., Lycos Europe N.V., Oversea-Chinese Banking Corp. Ltd., Singapore Telecommunications Ltd., Skandia Insurance, and Sol Melia S.A. Products/Partners Alliance and Product highlights During Q1 2001 - -- Interwoven announced TeamCatalog, which enables customers to assemble and manage catalog content while automating the processes necessary to ensure "transaction-ready" product information. - -- IBM will OEM a tightly integrated version of Interwoven's content management software. - -- Interwoven's content submission capabilities are now integrated into the Plumtree portal. About Interwoven Interwoven, Inc. (Nasdaq: IWOV) is the world's leading provider of enterprise- class content management software. Its solutions control the development, management and deployment of Web content and are the de facto standard for over 700 Global 1000 companies including General Electric, General Motors and Cisco Systems. Interwoven teams with the leading best-of-breed eBusiness application providers to provide customers an end-to-end platform for eBusiness. For more information on the fastest growing software company in Silicon Valley and its proven XML-based solutions, visit the Interwoven Web site at www.interwoven.com. - ------------------ This press release contains "forward-looking" statements, including projections about our business growth. For example, statements in the future tense, and statements including words such as "expect," "plan," "estimate," "anticipate" or "believe," are forward-looking statements. These statements are based on information available to us at the time of the release; we assume no obligation to update any of them. The statements in this release are not guarantees of future performance. Actual results could differ materially from our current expectations as a result of numerous factors, including the fact that our market is new and customer acceptance of our products is not proven, our growing dependence on large customer orders, special difficulties associated with international expansion, the extent to which we incur stock based compensation charges and potential unexpected difficulties with integration of recent acquisitions. These and other risks and uncertainties associated with our business are described in our most recent annual report on Form 10-K and subsequent Forms 10-Q and 8-K, which are on file with the SEC and available through www.sec.gov. ----------- EX-99.(D)(9) 9 dex99d9.txt FORMS OF OPTION AGMT. & EXERCISE AGMT. 2000 EIP EXHIBIT (d)(9) Stock Option Agreement 2000 Stock Incentive Plan INTERWOVEN, INC. 2000 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT ---------------------- 1. Grant of Option. The 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 2000 Stock Incentive Plan (the "Plan"). 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 Stock Option Agreement 2000 Stock 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. 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; (c) by waiver of compensation due or accrued to Optionee for services rendered; Stock Option Agreement 2000 Stock Incentive Plan (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. 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. [INTENTIONALLY LEFT BLANK] 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. Stock Option Agreement 2000 Stock Incentive Plan 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 Nonqualified Stock Option. 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. 8.2 Disposition of Shares. The following tax consequences may --------------------- apply upon disposition of the Shares. a. 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 nonqualified stock option, any gain realized on disposition of the Shares will be treated as long-term capital gain. b. 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 Stock Option Agreement 2000 Stock Incentive Plan 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 --------- STOCK OPTION EXERCISE AGREEMENT Exhibit A --------- INTERWOVEN, INC. 2000 STOCK 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 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 EX-99.(D)(10) 10 dex99d10.txt FORMS OF OPTION AGMT. & EXERCISE AGMT. 1999 EIP 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; (c) by waiver of compensation due or accrued to Optionee for services rendered; (d) provided that a public market for the Company's stock exists: (1) through a "same day sale" commitment from Optionee and a broker-dealer that is a member of the National Association of Securities Dealers (an "NASD Dealer") whereby Optionee irrevocably elects to exercise this Option and to sell a portion of the Shares so purchased to pay for the Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the exercise price directly to the Company; or (2) through a "margin" commitment from Optionee and an NASD -- Dealer whereby Optionee irrevocably elects to exercise this Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or (e) by any combination of the foregoing. 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. 2 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. 3 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. 4 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. ------------------------ 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 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. 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: 2 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 (c) 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, 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. 3 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: 4 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 Calvin Eng, 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. 5 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:______________________ _______________________________ 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): [ ] 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 _______________________________. 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 ----------------------------- 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. ------------------------ 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 Brazil 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. 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: 2 Brazil 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 (c) 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, 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. 3 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. 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: 4 Brazil 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 Margaret Venables or her successor - 1195 W. Fremont Ave., Sunnyvale, CA 94087-3825, USA. (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. 5 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: ___________________________________ ____________________________________________________
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): [ ] 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 _______________________________. 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 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 ----------------------------- 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. ------------------------ 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 Canada 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. 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: 2 Canada 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 (c) 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, 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. 3 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. 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: 4 Canada 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 Anita Reddy or her successor - 1195 W. Fremont Ave., Sunnyvale, CA 94087-3825, USA. (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 5 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:_______________________________________
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): [ ] 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 _______________________________. 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 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 ----------------------------- 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. ------------------------ 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 France 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. 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: 2 France 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 (c) 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, 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. 3 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. 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: 4 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 William Finlay 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 5 France Stock Option Agreement 1999 Equity Incentive Plan EXHIBIT A --------- STOCK OPTION EXERCISE AGREEMENT 6 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:___________________________________ ______________________________________________
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): [ ] 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 _______________________________. 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 7 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 ------------------------------ 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. ------------------------ 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 1 Germany 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. 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: 2 Germany 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 (c) 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, 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. 3 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. 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: 4 Germany 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 William Finlay 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 5 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:_______________________________________
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): [ ] 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 _______________________________. 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 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. ------------------------ 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 Hong Kong 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. 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: 2 Hong Kong 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 (c) 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, 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. 3 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. 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: 4 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 Calvin Eng, 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. 5 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:________________ ____________________________________ 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): [_] 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_____________________. 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 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 ---------------------------- 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. ------------------------ 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 Japan 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. 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: 2 Japan 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 (c) 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, 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. 3 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. 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: 4 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 Calvin Eng, 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. 5 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: 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:________________ ____________________________________ 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): [ ] 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 ______________________. 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 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 ----------------------------- 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. ------------------------ 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 Mexico 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. 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: 2 Mexico 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 (c) 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, 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. 3 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. 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: 4 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 Margaret Venables or her successor - 1195 W. Fremont Ave., Sunnyvale, CA 94087-3825, USA. (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. 5 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:______________ _____________________________________ 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): [ ] 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 _______________________________. 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 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 -------------------------------------- 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. ------------------------ 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 The Netherlands 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. 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: 2 The Netherlands 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 (c) 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, 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. 3 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. 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: 4 The Netherlands 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 William Finlay 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 5 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:___________________________________________ __________________________________________________
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): [ ] 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 _______________________________. 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 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 -------------------------------- 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. ------------------------ 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 Singapore 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. 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: 2 Singapore 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 (c) 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, 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. 3 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. 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: 4 Singapore 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 Calvin Eng, 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. 5 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:_______________________________________ _________________________________________________________
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): [ ] 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 _______________________________. 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 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 ---------------------------- 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. ------------------------ 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 Spain 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. 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: 2 Spain 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 (c) 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, 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. 3 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. 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: 4 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 William Finlay 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 5 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:_______________ _____________________________________ 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): [ ] 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_______________________. 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 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 ----------------------------- 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. ------------------------ 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 Sweden 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. 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: 2 Sweden 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 (c) 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, 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. 3 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. 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: 4 Sweden 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 William Finlay 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 5 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:_______________________________________
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): [ ] 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 _______________________________. 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 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. 3.2 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 this Option, 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 (or Optionee's legal representative) no later than twelve (12) 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 Grant, 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. 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 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. 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 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) David M. Allen ________________________________ ____________________________________ (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; 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 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 ----------------------------------------- 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. ------------------------ 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. 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 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. ------------------ 4.1 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: (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 (c) by any combination of the foregoing. 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 2 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. 3 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. 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 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. 4 The United Kingdom Stock Option Agreement 1999 Equity Incentive Plan 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: (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 William Finlay 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. 5 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:____________ _________________________________________ 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): [ ] 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 ______________________. 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 -----END PRIVACY-ENHANCED MESSAGE-----