Exhibit
10.35






2010 Short Term Incentive
Plan (STIP)
 
 
 
 February
2010
 
 
 
 
 Internap Network Services
Corporation (the “Corporation”)
 2010 Short Term Incentive
Plan (the “2010 Plan”)
 
 The
purpose of the 2010 Plan is to:
 ●
              Align
      participants’ actions with the accomplishment of key operational
      goals;●
              Encourage
      and reward individuals for the achievement of specific personal and/or
      business unit
                objectives
      in support of the Corporation’s key annual objectives;
  and●
              Maintain
      a competitive range of incentive compensation
    opportunities.
 
 The 2010
Plan supersedes and cancels all previous stand-alone short-term incentive plans
but does not supersede the Corporation’s Employment Security Plan or any terms
thereof.  It takes effect on January 1, 2010 and will expire on
December 31, 2010.
 
 Participation
 
 Participation
in the 2010 Plan for Section 16 Officers is at the discretion of the
Compensation Committee of the Board of Directors.  Participation in
the 2010 Plan for all other employees is at the discretion and invitation of the
President and Chief Executive Officer.  Employees participating in the
2010 Sales Incentive Plan for Commissionable Sales Professionals are not
eligible to participate in the 2010 Plan.
 
 Employees
joining the Company after January 1, 2010 may be eligible to receive a pro-rated
bonus based on service date and performance.
 
 Key
Terms and Definitions
 
 Base
Salary is defined as annualized base salary in effect on December 31, 2010,
excluding any bonuses, incentives, or allowances.
 
 Bonus
Elements are defined as the corporate and personal/business unit objectives
which comprise the individualized targets for the exempt, eligible
positions.  The corporate components are revenue and
EBITDA.  The personal/business unit objectives are individualized for
each participant.
 
 Participation
Levels and Split between Corporate and Personal/Business Unit Objectives differ
by Participation Level and specific role within each Participation
Level.
 
 The table
below identifies the target incentives as a percentage of base salary and the
split between corporate and personal/business unit objectives.
 
 
  STI Participation Level
              Target Incentive
                (% Base Salary)
              Corporate Objectives
                (% Target Incentive)
              Personal/BU Objectives
                (% Target Incentive)Section
      16 Officer
              Up
      to 100%
              70
              30Vice
      Presidents
              Up
      to 50%,
              70
              30Directors
      and below
              Up
      to 25%
              50
              50Non-exempt
              Up
      to 10%
              Discretionary
              Discretionary
 
 
 Form
of Awards
 
 All
awards granted pursuant to this 2010 Plan shall be paid in cash (local
currency).
 
 The
Compensation Committee retains the discretion to determine payment relative to
corporate objectives for all participants and the personal/business unit
objectives established for participants at the Vice President level and above,
after consideration of any recommendation by the Chief Executive
Officer.  The Compensation Committee recommends to the full Board of
Directors, for their approval, any changes to the compensation of the President
and Chief Executive Officer.
 
 Payment
of the personal/business unit component for participating exempt employees below
the Vice President level is based on management’s assessment of the level of
achievement relative to their specific, measurable, pre-defined
objectives.
 
 Payment
of a personal/business unit component for participating non-exempt employees is
based on management’s discretionary evaluation of individual
performance.
 
 Timing
of Payment
 
 If the
Compensation Committee determines to pay an award, the Corporation will make any
such payment not later than March 15, 2011.
 
 Recoupment
of Payment
 
 If the
Compensation Committee determines that any Plan participant has engaged in fraud
or intentional misconduct that has caused a restatement of the Corporation’s
financial statements, the Compensation Committee will review the STIP payment
received by that participant on the basis of the Corporation’s performance
during the periods affected by the restatement.  If the STIP payment
would have been lower if it had been based on the restated results, the
Compensation Committee may seek recoupment of the STIP payment.
 
 Termination
of Employment
 
 If a
participant is no longer an employee, for whatever reason, on the date awards
from the 2010 Plan are paid, the participant shall forfeit all rights to any
payments under the 2010 Plan.  Awards from the Plan are not earned
until they are paid.
  
  If an
employee’s termination is due to either death or disability, the Committee may,
at its discretion, determine whether any payment will be made to the participant
under the 2010 Plan.  If the Compensation Committee determines to pay
an award, the Corporation will make any such payment not later than March
15th,
2011.
 
 In no
event will payments under this Plan be either postponed or accelerated in the
event of termination of employment.
 
 Plan
Termination
 
 The
Compensation Committee may amend, modify, terminate or suspend operation of the
2010 Plan at any time.  Notice of any such changes will be
communicated to Plan participants.  In no event, however, will
payments under this Plan be either postponed or accelerated in the event of a
Plan termination.
 
 Administration
 
 The Human
Resources department shall administer the 2010 Plan.
 
 Disputes
 
 All
disputes associated with interpretation of the 2010 Plan or payments hereunder
shall be submitted to the Vice President of Human Resources for
resolution.
 
 NOTHING IN THIS 2010 PLAN
SHALL ACT AS A GUARANTEE OR CONTRACT OF EMPLOYMENT OR CONTINUED PARTICIPATION IN
THE 2011 PLAN, NOR SHALL IT ACT AS A GUARANTEE OF PAYMENT UNDER THE
PLAN.