-----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, J5MJ8maYLNixBfEo1txhb+3WOxnQ/alZjn1eugMW3FOT7y62WizmBZD+0lyhNtZE BooP2bqpcTBdjCIgq37U9g== 0000950134-07-007200.txt : 20070402 0000950134-07-007200.hdr.sgml : 20070402 20070402081614 ACCESSION NUMBER: 0000950134-07-007200 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070316 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070402 DATE AS OF CHANGE: 20070402 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27389 FILM NUMBER: 07735686 BUSINESS ADDRESS: STREET 1: C/O INTERWOVEN INC. STREET 2: 803 11TH AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4087742000 MAIL ADDRESS: STREET 1: C/O INTERWOVEN INC. STREET 2: 803 11TH AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94089 8-K 1 f28820e8vk.htm FORM 8-K e8vk
Table of Contents

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report: March 16, 2007
(Date of earliest event reported)
INTERWOVEN, INC.
(Exact name of Registrant as Specified in its Charter)
         
Delaware   000-27389   77-0523543
         
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)
803 11th Avenue, Sunnyvale, CA
  94089
     
(Address of principal executive offices)
  (Zip Code)
(408) 774-2000
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.4225)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13-3-4(c))
 
 

 


TABLE OF CONTENTS

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 10.1
EXHIBIT 99.1


Table of Contents

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
     On April 2, 2007, Interwoven, Inc. (the “Company”) announced that its Board of Directors has named Joseph L. Cowan as the Company’s Chief Executive Officer (its principal executive officer) effective April 2. Mr. Cowan was also appointed to serve as a director of the Company as of that date. Scipio M. Carnecchia continues to serve as the Company’s President.
     Prior to joining the Company, Mr. Cowan, age 58, was an independent business consultant from July 2006 to April 2007. Mr. Cowan served as Chief Executive Officer of Manugistics Group, Inc., a provider of synchronized supply chain and revenue management solutions, from July 2004 to July 2006, when it was acquired by JDA Software Group, Inc. He also served as a member of the Board of Directors of that company from August 2004 to July 2006. From December 2003 to July 2004, Mr. Cowan was an independent business consultant. From November 2002 to December 2003, he served as President and Chief Executive Officer of EXE Technologies, Inc., a provider of supply chain management and work management software and services. From April 1998 to November 2002, he served in various capacities with business units of Invensys plc, including most recently as President and Chief Executive Officer of Invensys Automation & Information Systems, a provider of enterprise resource planning and supply chain management software, from April 2001 to November 2002, and as President and Chief Executive Officer of Wonderware, a provider of industrial automation software, from July 2000 to April 2001. Mr. Cowan holds a Bachelor of Science degree in electrical engineering from Auburn University and a Masters of Science degree in electrical engineering from Arizona State University.
     Mr. Cowan’s offer letter, dated March 16, 2007, provides for an initial base annual salary of $450,000, on-target incentive pay of $400,000 and eligibility under the Company’s benefits programs. The payment of his incentive pay will be subject to the achievement of corporate and individual performance goals that are expected to be established by mutual agreement between the Compensation Committee of the Company’s Board of Directors and Mr. Cowan on or before May 17, 2007. In addition, Mr. Cowan will be paid a signing bonus of $50,000, which is repayable on a pro-rated basis if Mr. Cowan resigns prior to October 2, 2007.
     Pursuant to Mr. Cowan’s offer letter, in connection with his appointment, it will be recommended to the Company’s Board of Directors that he be granted an option to purchase 300,000 shares of common stock of the Company under the Company’s 1999 Equity Incentive Plan, of which options to purchase 75,000 shares will vest on April 2, 2008 and the remainder will vest ratably over a 36-month period thereafter. It will also be recommended to the Company’s Board of Directors that he be granted a restricted stock unit award with respect to 300,000 shares of common stock of the Company under the Company’s 1999 Equity Incentive Plan, of which 150,000 shares will vest on April 2, 2009 and the remainder will vest in equal annual installments on April 2, 2010 and 2011.
     Mr. Cowan’s employment is “at will” and may be terminated at any time, with or without formal cause. However, if Mr. Cowan is terminated without “cause” or terminates his employment with the Company for “good reason,” then he will be entitled

 


Table of Contents

to receive, less applicable withholdings, a lump sum payment equal to 150% of his then-current annual base salary and 150% of his then-current on-target incentive pay, 12 months of continued vesting of his initial stock option grant and the provision of group medical coverage through the Consolidated Omnibus Budget Reconciliation Act of 1995 (COBRA) for up to 18 months at the Company’s expense. Additionally, if Mr. Cowan is terminated without “cause” or terminates his employment with the Company for “good reason,” in either case within 12 months following a change in control of the Company, then he will be entitled to receive the same benefits described above, except his initial stock option grant and his initial restricted stock unit award will immediately vest as to 100% of the number of any unvested shares subject to such options or restricted stock units. In addition, the Company has agreed to increase Mr. Cowan’s severance payments to offset any excise tax imposed by Section 4999 of the Internal Revenue Code, up to $2 million. Mr. Cowan’s entitlement to these severance payments is conditioned upon him providing the Company and its affiliates a general liability release and waiver of claims.
     Under his offer letter, the Company agreed to enter into its standard form of Indemnity Agreement for officers and directors with Mr. Cowan.
     The foregoing descriptions are qualified in their entirety by the full text of the Mr. Cowan’s offer letter which is filed as Exhibit 10.1 to this Current Report on From 8-K and the form of Indemnity Agreement, which was filed as Exhibit 10.1 to the Company’s Form S-1 (Registration No. 333-83779) filed on July 27, 1999, each of which is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
     
Exhibit No.   Description
10.1
  Offer letter, dated March 16, 2007, between Joseph L. Cowan and the Registrant.
 
   
99.1
  Press release dated April 2, 2007.

 


Table of Contents

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  INTERWOVEN, INC.
 
 
Date: April 2, 2007  By:   /s/ John E. Calonico, Jr.    
    John E. Calonico, Jr.   
    Senior Vice President and Chief Financial Officer   

 


Table of Contents

         
EXHIBIT INDEX
10.1   Offer letter, dated March 16, 2007, between Joseph L. Cowan and the Registrant.
 
99.1   Press release dated April 2, 2007.

 

EX-10.1 2 f28820exv10w1.htm EXHIBIT 10.1 exv10w1
 

(INTERWOVEN LOGO)
EXHIBIT 10.1
March 16, 2007
Mr. Joseph L. Cowan
5212 Legends Drive
Braselton, GA 30517
Dear Joe:
On behalf of Interwoven, Inc. (the “Company” or “Interwoven”) and its Board of Directors (the “Board”), I am pleased to offer you the position of Chief Executive Officer of the Company on the terms set forth below. Upon acceptance of this offer and satisfaction of any conditions herein, you will also be nominated to serve as a member of the Board.
1. Position. Your employment with the Company will commence on April 2, 2007 (the “Commencement Date”). You will be the Chief Executive Officer of the Company reporting to the Board, and shall perform the duties and responsibilities normally inherent in such position. Your primary office will be located at the Company’s headquarters in Sunnyvale, California; provided, however, in the performance of your duties and responsibilities, you will be expected to travel as needed in connection with the Company’s businesses. You agree to devote substantially all of your professional time, attention and efforts to the performance of your duties under this agreement, and shall not render services to any other business without the prior approval of the Board. You may engage in civic and not-for-profit activities as long as such activities do not interfere with the performance of your duties hereunder. You agree to be bound by the policies and procedures of the Company now or hereafter in effect relating to the conduct of employees.
2. Cash Compensation.
          (a) Base Salary. Your starting annual base salary as Chief Executive Officer will be $450,000, payable in accordance with the Company’s standard payroll procedures. Base salary payments will be subject to applicable payroll withholding taxes, as will cash bonus payments and any cash Severance payments.
          (b) Annual Bonus. You will be eligible to earn annual variable incentive compensation up to a target amount equal to $400,000, subject to meeting or exceeding certain corporate and individual performance goals as approved by the compensation committee of the Board. For 2007 such goals shall be established by mutual agreement between you and the compensation committee of the Board, as approved by the Board, within 45 days from your commencement of employment.
          (c) Pro-ration for 2007; Annual Reviews. Your annual base salary and potential incentive compensation will be pro-rated for the period beginning with your commencement of employment for calendar 2007. The compensation committee of the Board will review annually your base salary and incentive compensation. Your base salary and annual variable incentive target amount cannot be decreased without mutual agreement between you and the compensation committee of the Board.
803 11th Avenue
Sunnyvale, CA 94089
Tel: 408.774.2000
www.interwoven.com

 


 

Mr. Joseph L. Cowan
March 16, 2007
Page 2
          (d) Sign-on Bonus. You will receive a sign-on bonus of $50,000 within fourteen days following the Commencement Date. If you resign within six months of commencing employment at the Company, you agree to repay a pro-rated portion of this bonus.
3. Equity Compensation. Upon your commencement of employment, it will be recommended to the Board that you be granted the following equity compensation package:
          (a) Stock Option. A stock option grant of 300,000 shares (the “Option”). The per share exercise price of your Option will be set at the closing price of the Company’s Common Stock on the grant date. The shares subject to the Option will vest over a period of 48 months from the Commencement Date, with 1/4th of the shares subject to the Option vesting on the first anniversary of your commencement of employment, and the remainder of the shares vesting as to 1/48th of the total number of shares subject to the Option each of the next 36 months at the end of each of the next 36 months thereafter.
          (b) Restricted Stock Units. A Restricted Stock Unit grant of 300,000 shares at a purchase price equal to the par value per share of the Company’s common stock (the “RSU”). The RSU shall vest over a period of 48 months from the Commencement Date with 50% of the grant vesting two years after the Commencement Date, with an additional 25% of the grant vesting one year later on the third anniversary of your commencement of employment, and the remaining 25% of the grant vesting on the fourth anniversary of your commencement of employment. Shares subject to the RSU that have time-vested will be settled in shares of Company common stock within thirty (30) days after the applicable time-based vesting date.
4. Other Benefits; Expenses. The Company will reimburse you for customary business expenses related to your duties as Chief Executive Officer in accordance with the Company’s expense reimbursement policy, during your employment with the Company, you will be eligible to participate in the employee benefits plans maintained by the Company that are generally made available to the executives of the Company, subject to the terms and conditions of such plans. You will also receive 20 paid days of vacation per year, subject to the terms of the Company’s vacation policy.
5. Employment and Termination. You are being offered employment with Interwoven for an unspecified period of time and this agreement will create an at-will employment relationship that may be terminated by you or Interwoven at any time for any reason. Upon termination of your employment for any reason, you shall be entitled to receive any compensation earned and reimbursements due through the effective date of termination and, unless otherwise requested by the Company, employment termination will constitute an automatic termination of all other positions held by you, including as a member of the Board. Except as provided in this Section 5 however, you shall have no right to receive, and the Company shall have no obligation to pay, any additional amount in connection with the termination of your employment for any reason. You shall be entitled to compensation in the manner described below in the event your employment is terminated for the following reasons:
          (a) Termination other than for Cause. In the event that your employment with the Company is terminated at any time by the Company for any reason other than for Cause, or is terminated by you for Good Reason (each as defined in Appendix A), you will be entitled to

 


 

Mr. Joseph L. Cowan
March 16, 2007
Page 3
(i) receive a lump sum payment equal to 150% of your then-current annual base salary and 150% of your annual target incentive compensation (the “Severance”); (ii) continued vesting of the Options you have received for an additional twelve (12) months from the date of termination; and (iii) payment by the Company of the premium for COBRA coverage for eighteen (18) months following termination (collectively, the “Severance Benefits”). Your entitlement to the Severance and the other Severance Benefits is subject to your executing and not revoking a release and waiver of claims in favor of the Company substantially in the form as attached to this letter agreement.
          (b) Termination Following a Change of Control. In the event that there is a Change of Control (as defined in Appendix A) of the Company and the Company terminates your employment other than for Cause or you terminate your employment for Good Reason, in either case within 12 months after a Change of Control, then you will be entitled to receive: (i) a lump-sum payment of Severance; (ii) full acceleration of your unvested stock options and RSUs (which will be settled within thirty days of such event (the “Change of Control Severance”)); and (iii) payment by the Company of the premium for COBRA coverage for eighteen months. Your entitlement to the Change of Control Severance is subject to your executing and not revoking a release and waiver of claims in favor of the Company substantially in the form as attached to this letter agreement.
          (c) Termination on Account of Death or Disability. A termination based on your death or disability (as defined in Section 2(e)(3) of the Internal Revenue Code of 1986, as amended) (the “Code”) shall not constitute Good Reason or a termination other than for Cause and you will not be entitled to Severance.
6. Excise Tax. If all or any portion of the amounts payable to you or on your behalf under this agreement or otherwise are subject to the excise tax imposed by Section 4999 of the Code, the Company shall pay to you or on your behalf the amount of the excise tax imposed by Section 4999 (the “Gross-up Amount”) and shall also reimburse you for an amount equal to the sum of the federal, state and local income taxes and the excise tax under Section 4999 payable by you which are attributable to the “Gross-Up Amount” (the “Second Gross-up”), but the total payments for the Gross-up Amount and the Second Gross-up shall not exceed Two Million Dollars. The determination of the amount of any such tax indemnity shall be made by a nationally recognized independent accounting firm mutually agreed upon between the parties.
7. Section 409A Provisions.
          (a) Any cash severance to be paid pursuant to this letter agreement will not be paid during the six-month period following termination of your employment, unless the Company reasonably determines that paying such amounts immediately following termination of your employment would not result in the imposition of additional tax under Section 409A of the Code (“Section 409A”). If no cash severance is paid to you upon termination of your employment as a result of Section 409A, on the first day following such six-month period, the Company will pay you such cash severance in a lump-sum amount equal to the cumulative amounts that would have otherwise been paid to you pursuant to this Agreement.

 


 

Mr. Joseph L. Cowan
March 16, 2007
Page 4
          (b) You and the Company agree to work together in good faith to consider amendments to this letter agreement necessary or appropriate to avoid the imposition of any additional tax or income recognition to you under Internal Revenue Code Section 409A and the proposed or final regulations issued thereunder.
8. Confidential Information; Nondisclosure. You agree to comply with the obligations under the Company’s Employee Invention Assignment and Confidentiality Agreement during and after your employment with the Company, including the confidentiality and non-solicitation covenants contained therein.
9. Indemnification Agreement. Effective upon the Commencement Date, the Company will enter into its standard form of indemnification agreement with you providing you with indemnification for your acts as a corporate officer and director.
10. Governing Law; Arbitration. This letter agreement shall be construed and enforced in accordance with the internal laws of the State of California (without regard to its laws relating to choice-of-law or conflict-of-laws). You and the Company mutually agree that any dispute regarding the interpretation or enforcement of this Agreement (but not of the Employee Invention Assignment and Confidentiality Agreement) shall be decided by confidential, final and binding arbitration conducted by Judicial Arbitration and Mediation Services (“JAMS”) under the then existing JAMS rules rather than by litigation in court, trial by jury, administrative proceeding or in any other forum. The Company shall pay any costs associated with the arbitration. The arbitrator shall be authorized to award any or all remedies that you or the Company would be entitled to seek in a court of law, including, without limitation, the award of attorneys’ fees (whether or not such attorneys’ fees would be recoverable in a court of law) based on a determination of the extent to which each party has prevailed as to the material issues raised in determination of the dispute. The site of the arbitration proceeding shall be in Santa Clara County, California. In addition, you and the Company mutually agree that prior to submitting any dispute under this Agreement to the arbitration process described above, the parties will submit the dispute to non-binding mediation with the mediator to be mutually agreed upon by you and the Company. The Company shall pay the costs of such mediation.
11. Miscellaneous.
          (a) Personal. This letter agreement is personal to you and therefore you may not assign any of your rights and responsibilities hereunder.
          (b) Successors. This letter agreement shall inure to the benefit of and be binding upon (a) Interwoven and any of its successors, and (b) you and your heirs, executors and representatives in the event of your death. Any successor to Interwoven shall be deemed substituted for the Company and Interwoven under the terms of this agreement for all purposes.
          (c) Attorneys’ Fees. The Company will reimburse you for reasonable attorney fees in an amount not to exceed $5,000 incurred in negotiating and finalizing this letter agreement.

 


 

Mr. Joseph L. Cowan
March 16, 2007
Page 5
          (d) Modification. This letter agreement may not be amended or modified other than by a written agreement designated as an amendment and executed by you and Interwoven, following approval of the Board.
          (e) Severability. If any provisions of this letter agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this letter agreement that can be given effect without the invalid provisions or applications and to this end the provisions of this letter agreement are declared to be severable.
          (f) Complete Agreement. This letter agreement (together with the Employee Invention Assignment and Confidentiality Agreement, and the agreements covering the Option and RSU awards) represents the entire agreement between you and the Company with respect to the matters referred to herein, and supersedes and replaces all prior discussions, negotiations and agreements.
          (g) Counterparts. This letter agreement may be executed in counterparts, each of which shall be an original, with same effect as if the signatures hereto were on the same instrument.
12. Employment Conditions. This letter agreement sets forth all of the material terms and conditions of your employment with Interwoven and is subject to the following conditions. Your signature at the end of this letter agreement confirms that no promises or agreements that are contrary to an at-will employment relationship have been committed to you during any of your pre-employment discussions with Interwoven, and that this letter agreement contains our complete agreement regarding the terms and conditions of your employment:
  1)   acceptance of this written offer no later than 5:00 p.m., Pacific Standard Time, March ___, 2007. Such acceptance shall be signified by returning a signed copy of this letter to my attention via fax or email; and
 
  2)   execution of the Company’s standard Employee Invention Assignment and Confidentiality Agreement.
[Signature Page to Joseph L. Cowan Offer Letter Follows]

 


 

Mr. Joseph L. Cowan
March 16, 2007
Page 6
Joe, the Board is enthusiastic about the leadership we believe you can bring to Interwoven, and look forward to your joining the Company.
Please indicate your acceptance of this offer by signing the bottom portion of this letter and returning a copy to me via facsimile at (727) 906-8731 or email at tom.thomas@gxs.com.
Sincerely,
/s/ Thomas L. Thomas
Thomas L. Thomas
Director
                 
ACCEPTED:
  /s/ Joseph L. Cowan       March 17, 2007    
 
               
 
  Joseph L. Cowan       Date    

 


 

Appendix A
Definitions:
Change of Control means (i) a dissolution or liquidation of the Company, (ii) a merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Company or their relative stock holdings and the stock options and RSUs granted under the Company’s equity incentive plans are assumed, converted or replaced by the successor corporation, which assumption will be binding on all participants), (iii) a merger in which the Company is the surviving corporation but after which the stockholders of the Company immediately prior to such merger (other than any stockholder that merges, or which owns or controls another corporation that merges, with the Company in such merger) cease to own their shares or other equity interest in the Company, (iv) the sale of substantially all of the assets of the Company, or (v) the acquisition, sale, or transfer of more than 50% of the outstanding shares of the Company by tender offer or similar transaction.
Good Reason means either (a) a material diminution in your duties, responsibilities or authority or (b) a material breach of this Agreement by the Company, in each case only after (i) you have notified the Company in writing of such diminution in duties or breach, (ii) the Company has had an opportunity to cure such diminution of duties or breach and (iii) the Company has failed to cure and you have notified the Company in writing of such failure to cure. Following a Change of Control, Good Reason shall also mean a reduction in your then current annual base salary or a reduction in responsibilities such that you are not the Chief Executive Officer of the surviving entity following a Change of Control.
Cause means any of the following: (i) you have intentionally engaged in unfair competition with the Company or committed an act of embezzlement, fraud or theft with respect to the property of the Company in a manner causing material loss, damage or injury to or otherwise materially endangering the property, reputation or employees of the Company, (ii) you have been found guilty of or have pled nolo contendete to the commission of a felony offense or (iii) you have willfully and continually failed to substantially perform your duties with the Company after having received written notice specifying such failure, an opportunity to meet with the Company’s Board of Directors to discuss such failure, and a reasonable opportunity (of 30 days or more) to cure such failure to perform.

 

EX-99.1 3 f28820exv99w1.htm EXHIBIT 99.1 exv99w1
 

EXHIBIT 99.1
Interwoven Names Joe Cowan CEO
SUNNYVALE, Calif. – April 2, 2007 – Interwoven, Inc. (NASDAQ: IWOV), a global leader in content management solutions, announced that its board of directors has named Joseph L. Cowan as the company’s chief executive officer, effective today. Mr. Cowan has also been appointed to the company’s board of directors. Max Carnecchia continues to serve as Interwoven’s president.
Cowan brings to Interwoven a proven track record in executive management of enterprise software companies with broad product portfolios and global operations. Most recently Cowan served as chief executive officer of Manugistics Group, a leading global provider of demand and supply chain management solutions. Prior to joining Manugistics, Cowan was president and chief executive officer at EXE Technologies.
“We’re very pleased to welcome Joe to the team,” said Tom Thomas, chair of the CEO search committee of the Interwoven board of directors. “This is an exciting time for Interwoven. The team turned in a terrific performance in 2006, we just launched one of the most comprehensive slate of new solutions in our history, and our leadership team is the strongest it’s ever been. We expect Joe’s experience and expertise will accelerate the success Interwoven is enjoying. I’d also like to thank Max Carnecchia for his leadership of the organization over the last year. Max is passionate about this business, and we’re excited he’ll continue to contribute his intimate knowledge of our customers, partners, competitors and solutions to the team.”
“Interwoven is a great company with a strong foundation for continued growth and success,” said Joe Cowan. “I’m impressed with the growing base of satisfied customers, the market-leading portfolio of products and technologies, the company’s leadership position in the markets it serves, and the outstanding team of knowledgeable employees. Interwoven has a strong culture with a focus on teamwork and execution, and my goal is to provide leadership for the team so the company can achieve even greater success.”
Previously, Cowan has also held management positions at Invensys, Texas Instruments, Eurotherm Corp and Monsanto. He received a Masters of Science degree in electrical engineering from Arizona State University and holds a Bachelor of Science degree in electrical engineering from Auburn University.
Cowan will join nearly 1,000 members of the Interwoven community – customers, partners, prospects and employees – at Interwoven GearUp 2007, the company’s annual customer conference to be held April 25 – 27 at the Palace Hotel in San Francisco. This year’s conference is themed “GearUp for Growth” and includes a Visionary Summit targeting senior marketing and technology professionals. Cowan will be a featured keynote speaker, along with executives from a number of Interwoven customers and industry visionaries. For more information on GearUp 2007, please visit www.interwoven.com/gearup.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains “forward-looking” statements, including statements regarding the impact of the hiring of a new chief executive officer. These statements are based on estimates and information available to us at the time of this press release and are not guarantees of future performance. Our forward-looking statements include management quotations, statements about customer momentum, solutions and products and statements about technology leadership. Actual results could differ materially from our current expectations as a result of many factors including: changes in key personnel; the fact that there can be no assurance as to the length, cost or outcome of the company’s review of historical option grant practices and the company’s accounting for its option grants, or as to the potential impact of that review (including any possible accounting impact); our ability to develop new products, services, features and functionality successfully and on a timely basis; customer acceptance of our solutions; changes in customer spending on content management initiatives; our ability to cross-sell and up-sell additional products into our installed base of customers; the success of our strategic business alliances; intense competition in our markets; the introduction of new products or services by competitors; and the ongoing consolidation in our markets. These and other risks and uncertainties associated with our business are described in our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Forms 8-K, which are on file with the Securities and Exchange Commission and available through www.sec.gov.
About Interwoven
Interwoven is a global leader in content management solutions. Interwoven’s software and services enable organizations to effectively leverage content to drive business growth by improving the customer experience, increasing collaboration, and streamlining business processes in dynamic environments.

1


 

Our unique approach combines user-friendly simplicity with robust IT performance and scalability to unlock the value of content. Today, nearly 3,800 enterprise and professional services organizations worldwide have chosen Interwoven, including: adidas, Airbus, Avaya, Cisco, DLA Piper, the Federal Reserve Bank, FedEx, HSBC, LexisNexis, Microsoft, Samsung, Shell, Samsonite, White & Case, and Yamaha. Over 19,000 developers and over 300 partners enrich and extend Interwoven’s offerings. To learn more about Interwoven, please visit www.interwoven.com.
Media Relations Contact:
Randy Cairns
Interwoven, Inc.
(408) 530-5738
rcairns@interwoven.com
Investor Relations Contact:
Brian Andersen
Interwoven, Inc.
(408) 530-5801
bandersen@interwoven.com

2

GRAPHIC 4 f28820f2882000.gif GRAPHIC begin 644 f28820f2882000.gif M1TE&.#EA&`$D`.8``,O+P^WMZG6U9Z_:K]/JTKN[L/'Q[O7Y\>GRVTJJ2>3D MX-_>VJRLG[G=MX>%<[?5B?S\^Z.BE):5A;2TJ8R^0^GIY=KIPI?$5L[ERO?Z M\Z/)9N+BW:C4I='DL_;V]87`?:K-;RY>[UY-+1RIF8B76]=(G&A>_V M[*VNH6JX:-75S_K\^(J)>/3T\Y7'C)W+E)*1@-G9T\;%OHOO]^JS0>+S9DHZ-?//R\("[<];6T(B'=;BW MK>/OTN#MS?CX]OKZ^<+;FEVR6U.M4MW=UXV,>['2?Y"/?J+'96"S7\'`M_W^ M_=[NW(N+>:?0GL/?O)23@YN:B]33S=/3S)W0G)^>C_GY^*"@D9"0?\[.QJ^O MHYR;C*BHF_[^_9B7B,3$NY>7A_C[]\?'OKZ^M.?FX\3#NO?W]MO;U:BGFM_? MVL7BPM?7T?O[^OW]_._O[+?9L,G)P/+X\(>&=/___O[^_O___R'Y!``````` M+``````8`20```?_@'^"@X1]?F)@CE@YRP8NR#L'`^4_+@9:W8LGDI]_]:2 MW1"@QI^MDN[,D6&G9I\`1(3\##WC@I!W`( MLT:<>%`0.#)LUG2'`1\B:>-V`8?6[BPV2,=;6AF@V\4`('`02"L8<,U.^::3@C^<-+''40:20F2 MXC%P)R1.KI?)"GRH<<=RDGC)AVR:E,F'&X.`D89[71PX!A\2!#!(!5'P$8'=#VX42Y6U1@S",NC,@'&7"1H1V1QA\<$F)8`I! M#DF[$&`N=^CA'1>2"O)M##"_I$`1+1A0"<(*PW>#%IJY]D?$?MS!A0P+`/#` M04>("ZA6N[.= M*FUZJ`"_-('9L6@BH-`WB#P.(A0`<`/1&!8`&[WMA/:+G8U M','$BR1$A!0 MT!]-U@<>\&%4`0P=*D_9-E`5+&Y&<$`8HN)"3"2R%WQC)!TB2@M(0H,7>E]RC`$M;*@0YT$(9R:8$$QA-$`-`3AYY=*05W:L?3 M8N`@^C#,"7CT`\&,<+(^!+($BS*:"\3PA,I$TT-M&*4?<^$!)=+@4KQ2FV8)@U8P\KTM,`("H@B,I$V M(4$8P#T2B%0[M#@!FQF`807_K<1$*^&!"Y70#T\S0T"/)R&A=M`2(\W%`EH0 M!2=T\R7W>@3(>B&%!QR!'4D@%F$+B".$,7D`Q5.EHL. MC\<(\BO29,C%"$'+PSI9"P`@H^UHXS(``)2J%)9/4*4TD& M$6M[L`(!JA!8DPW6B(5@`Q]*8`?%3H*QE1A@M5KY*P6583%C]0,8T/-'.\#I M2F$X0Q]"=<9)I'&)QO-`DE"5E@H4`0V5"T#D<(0-DG4@0]! M\&1YJO"%(@"@#_ZAPFDEH4=-(-B'&XA"$9P`7$)DX<%H3K.:T?P"1X@XDB9` M@0I@:H(]/`@3+\9DXPKA!SQ(H`BA4M83`4C/:6F.O&J]PA60C`D#),D)_B&# MDO4SH"V8S1).*,(-`.HF/\`!/1-H,B6^)8:>P(KJ#BF!/"KBZ^K9YON$:Q88MJ@:_]6Z)QAHH"Y\(\: M+FT)/RB(`;VL"@"*(`8BO=82=\A/N.YL-"6,:,A\O(L'8O`$[8;!>:IN,*NO M68@DU-8]LAY$%5YPZUOG0=?-]<(X(]D$`HR5*\16YYXC<0<%*3N4A/ZI`UQ@ MAXI;W'FQ*Z`/91R!8[5D@MXI02X,H#OOW#-QB=5"G>+0NT,$P)FOP[,?D.8` M!]1!$\X9@\5WSL=6#T((B)+W(.Z`A7ZO&09]>$%S&S"`2#)!!,+#<\(CDMR8-(D-+X0!5P)=HF[`YQ4:[O*%B$,=L!S8H,>!1U@ M^P:B$C5C^K`#]SP!#-7]@W-:\/7_KTF$(#UN!#7U6A0_`JCQ.NL`5,]2$.1=#.P?\@`P>4P>/X7/M[(\P]I*+RO($/ MC'Z)SXJ8P5RLP0ITR`,'8/""#PSA_.?_P!Y,T%P1K(&XN`!#`/2>BCL8P&H' M,@"3#OZK`$1-YD(0``(X@`)H(K&3*G,$);]2`?AW"5,Q2+=S!A6P`0VE"2-' M!&PP`R3@!GT1>+;C`A70.X&5"TE`@`2(!_PS"79@&]:1"[0Q/P?2#H\@`A@@ M7'N``ANFP6$;=@=S1DY,P`Y;Y@SD%@DPT7PFTT)R1S]!Z#8'(N:$`@`.S\_ ` end
-----END PRIVACY-ENHANCED MESSAGE-----