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Exhibit
10.14





INTERNAP
NETWORK SERVICES CORPORATION


2005
INCENTIVE STOCK PLAN


(As
Amended and Restated)





STOCK
GRANT CERTIFICATE





1.           
Award of
Stock. Internap Network Services Corporation (the “Company”) hereby awards to the
employee or director (“Participant”) named in the
Notice of Grant of Stock Award (“Notice”), a Stock Grant for
the total number of shares set forth on the Notice (the “Award”), subject to the terms,
definitions and provisions of the Internap Network Services Corporation 2005
Incentive Stock Plan, as amended and restated (the “Plan”), which is incorporated
herein by reference, and the terms of this Stock Grant Certificate (the “Certificate”). Unless
otherwise defined herein, terms not defined in this Certificate shall have the
meanings ascribed to them in the Plan. In the event of a conflict between the
terms and conditions of the Plan and those of this Certificate, the terms and
conditions of the Plan shall prevail.




2.           
Terms of
Award.




2.1           Lapsing
of Restrictions.




Subject
to the limitations contained herein, the restrictions on the Award shall lapse,
and the Award shall vest, as provided in the Notice, provided that vesting shall
cease upon the termination of Participant’s status as an Eligible Employee or a
Director. The period during which the Stock is subject to restrictions imposed
by the Plan and this Certificate shall be known as the “Restricted
Period.”




2.2           Number of
Shares of Stock.




The
number of shares of Stock subject to the Award may be adjusted from time-to-time
as provided in Section 13 of the Plan.




2.3           Restrictive
Legends. The shares issued under the Award shall be endorsed with
appropriate legends determined by the Company.




3.          
 Registration
and Listing; Securities Laws.




3.1           Registration
and Listing. The Award is conditional upon (a) the effective registration
or exemption of the Plan and the Stock granted thereunder under the Securities
Act of 1933 and applicable state or foreign securities laws, and (b) the
effective listing of the stock on The Nasdaq Stock Market, or the Company’s
then-current exchange of listing.




3.2           Securities
Laws.  By accepting the Award, Participant represents and
warrants that Participant is acquiring the Stock awarded under the Notice and
this Certificate for Participant’s own account and investment and without any
intent to resell or distribute the Stock.




4.           
Right of
Reaquisition. The Company shall have a right to reacquire (“Reacquisition
Right”) all or any part
of the shares received pursuant to Participant’s Award that have not as yet
vested in accordance with the vesting schedule on the Notice (“Unvested Shares”) on the
following terms and conditions:




4.1           Termination
of Status. The Company shall, simultaneously with termination of
Participant’s status as an Eligible Employee or a Director, automatically
reacquire for no consideration all of the Unvested Shares, unless the Company
agrees to waive its reacquisition right as to some or all of the Unvested
Shares. Any such waiver shall be exercised by the Company by written notice to
Participant or Participant’s legal representative within ninety (90) days
after the termination of Participant’s status as an Eligible Employee or a
Director, and the Company may then release to Participant the number of Unvested
Shares not being reacquired by the Company. If the Company does not waive its
reacquisition right as to all of the Unvested Shares, then upon such termination
of Participant’s status as an Eligible Employee or a Director, the Company shall
retain, pursuant to the Assignment form attached as Exhibit A (“Assignment”), the number of
shares the Company is reacquiring.




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4.2           Escrow of
Shares. The Company will hold the shares issued under the Award on
Participant’s behalf. Participant agrees to execute two (2) Assignment
forms (with date and number of shares blank) and deliver the same for use by the
Company pursuant to the terms of this section.




4.3           Adjustment
of Shares. If, from time-to-time, there is any stock dividend, stock
split or other change in the character or amount of any of the outstanding stock
of the Company the stock of which is subject to the provisions of the Award,
then in such event any and all new, substituted or additional securities to
which Participant is entitled by reason of ownership of the shares acquired
under the Award will be immediately subject to the Reacquisition Right with the
same force and effect as the shares subject to this Reacquisition Right
immediately before such event.




4.4           Employment
Security Plan. In the event that Participant participates in the
Company’s Employment Security Plan and there exists a conflict between this
Section 4 and any term or condition of the Employment Security Plan, the terms
and conditions of the Employment Security Plan shall prevail.





5.           
Stockholder
Rights. During the Restricted Period, Participant shall have all voting,
dividend, liquidation and other rights with respect to the Stock held of record
by Participant as if Participant held unrestricted common stock; provided, however, that the
Unvested Shares shall be subject to any restrictions on transferability or risks
of forfeiture imposed pursuant to the Plan, the Notice or this Certificate. Any
noncash dividends or distributions paid with respect to Unvested Shares shall be
subject to the same restrictions as those relating to the Stock awarded under
this Certificate. After the restrictions applicable to the Stock lapse,
Participant shall have all stockholder rights, including the right to transfer
the shares, subject to such conditions as the Company may reasonably specify to
ensure compliance with federal and state securities laws.





6.           
Employment
by the Company.




The
Award is not an employment or service contract, and nothing in the Award shall
be deemed to create in any way whatsoever any obligation on Participant’s part
to continue in the employ of the Company, or on the part of the Company to
continue Participant’s employment. In addition, nothing in the Award shall
obligate the Company, its stockholders, board of directors, officers or
employees to continue any relationship that Participant might have as a director
of the Company.




7.           
Withholding.
The Company shall be entitled to (a) withhold and deduct from Participant’s
future wages (or from other amounts that may be due and owing to Participant
from the Company), or make other arrangement for the collection of, all legally
required amounts necessary to satisfy any and all federal, state and local
withholding and employment-related tax requirements attributable to the Stock
awarded under this Certificate, including, without limitation, the award or
vesting of, or payments of dividends with respect to, the Stock; or (b) require
Participant promptly to remit the amount of such withholding to the Company
before taking any action with respect to the Stock. Unless the Company’s
Compensation Committee provides otherwise, withholding may be satisfied by
withholding common stock to be received or by delivery to the Company of
previously-owned common stock of the Company. Unless the tax withholding
obligations of the Company are satisfied, the Company shall have no obligation
to issue a certificate for such shares or release such shares from any escrow
provided for herein.




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8.           
Transferability. Until
the restrictions lapse as set forth herein, the Plan provides that the Stock
granted under this Certificate is generally not transferable by Participant
except by will or according to the laws of descent and distribution, and further
provides that all rights with respect to the Stock are exercisable during
Participant’s lifetime only by Participant.




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





10.           Governing
Law.  This Certificate shall be governed by and construed
according to the laws of the State of Delaware without regard to its principles
of conflict of laws.





11.           Entire
Agreement.  The Plan and Notice are hereby incorporated by
reference and made a part hereof. This Certificate, the Plan and the Notice
constitute the entire agreement of the parties and supersede all prior
undertakings and agreements with respect to the subject matter
hereof.





12.           Successors
and Assigns. The Company may assign any of its rights under this
Certificate. This Certificate 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 Certificate shall be binding upon Participant
and Participant’s heirs, executors, administrators, legal representatives,
successors and assigns.





13.           Amendments.  This
Certificate may be amended or modified at any time only by an instrument in
writing signed by each of the parties hereto.





14.           Acceptance.
By executing the Notice,
Participant acknowledges receipt of a copy of the Plan, the Notice and this
Certificate and that Participant has read and understands the terms and
provisions hereof and thereof, and accepts the Award subject to all the terms
and conditions of the Plan, the Notice and this Certificate. Participant
acknowledges that there may be adverse tax consequences upon acceptance of the
Award and that Participant should consult a tax adviser prior to such exercise
or disposition.




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EXHIBIT
A





ASSIGNMENT








FOR VALUE RECEIVED and
pursuant to that certain Notice of Grant of Stock Award and Stock Grant
Certificate (jointly referred to herein as the “Award”), the undersigned
hereby sells, assigns and transfers unto Internap Network Services Corporation,
a Delaware corporation (“Assignee”), _______________
(_________) shares of the common stock of Assignee, standing in the
undersigned’s name on the books of said corporation, and herewith and do hereby
irrevocably constitute and appoint _______________________________ as
attorney-in-fact to transfer the said stock on the books of the within named
Company with full power of substitution in the premises.  This
Assignment may be used only in accordance with and subject to the terms and
conditions of the Award, in connection with the reacquisition of shares of
Common Stock of Assignee issued to the undersigned pursuant to the Award, and
only to the extent that such shares remain subject to the Assignee’s
reacquisition right under the Award.






Dated:





Signature:[Participant’s
      Name], Recipient







[INSTRUCTION:  Please
execute this form in duplicate but do not fill in any blanks other than the
signature line.  The purpose of this Assignment is to enable Internap
Network Services Corporation to exercise its Reacquisition Right set forth in
the Award without requiring additional signatures on your part.]






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