Exhibit 10.1


 


Internap
Corporation 


2016
Short-Term Incentive Plan


 


Establishment of Plan


 


Internap Corporation (the “Company”) has established
the 2016 Short-Term Incentive Plan (the “2016 Plan”) to provide for the award of cash bonuses to eligible participants
based solely upon the achievement of Corporate and/or Business Unit Financial Targets in the fiscal year ending December 31, 2016.
The 2016 Plan supersedes all prior versions of any short term incentive plan or other similar bonus plan but does not supersede
the Company’s Employment Security Plan or any Employment Security Agreement or any terms thereof.


 


Purpose of the 2016 Plan


 


The purpose of the 2016 Plan is to:


 


		●	Align participants’ actions with the accomplishment of key corporate financial and business unit operational goals;



		●	Encourage and reward individuals, as applicable, for the achievement of corporate and, as applicable, business unit financial
targets; and



		●	Provide incentive compensation opportunities based on the Company’s success in meeting its corporate financial and business
unit targets.



 


Effective Date


 


The 2016 Plan is effective January 1, 2016 and will expire on December
31, 2016 if not sooner terminated as provided herein.


 


Administration


 


The Compensation Committee (the “Committee”) of the
Board of Directors administers the 2016 Plan. The Committee may delegate any functions to designated individuals who may be employees
of the Company. Except as limited herein, the Committee has full authority and discretion to interpret the 2016 Plan and to make
all other determinations deemed necessary or advisable for the administration of the 2016 Plan. All disputes associated with interpretation
of the 2016 Plan or awards hereunder shall be submitted to the SVP, General Counsel, whose determination shall be final and binding.


 


Participation


 


Eligibility to participate in the 2016 Plan for Section 16 officers
(as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934) is at the discretion of the Committee. Eligibility to participate
in the 2016 Plan for all other employees is at the discretion and invitation of the Chief Executive Officer. Employees participating
in the 2016 Sales Incentive Plan for Commissionable Sales Professionals, the 2016 Senior Executive Sales Incentive Plan or any
other operational or sales incentive plan or arrangement, are not eligible to participate in the 2016 Plan.


 


Employees joining the Company after January 1, 2016 may be eligible
to participate in the 2016 Plan in the Committee’s discretion (in the case of Section 16 officers) or the Chief Executive
Officer’s discretion (in the case of other employees). Any award made to an employee who participates for less than the full
year will be prorated based on the base salary earned during the employee’s partial year of service.


 


 






 




    	 	 	 



     


    

 


Key Terms 


 


Awards are based on achievement of corporate and/or business unit
goals, which are recommended by the Chief Executive Officer and approved by the Committee. Corporate financial targets are Bookings
Net of Churn (BNoC), Revenue and EBITDA (“Corporate Financial Targets”). Business unit financial targets are BNoC,
Revenue and/or Operating Margin (Gross Margin minus Operating Expenses) for the particular business unit (“Business Unit
Financial Target”).


 


The goals of employees of a business unit, including the Senior
Vice Presidents and Vice Presidents of that business unit, are based on both Corporate Financial Targets and Business Unit Financial
Targets. The goals of all other employees, including other Senior Vice Presidents and Vice Presidents, are based solely on Corporate
Financial Targets. Payments to any participant in the STIP for Corporate Financial Targets and/or Business Unit Financial Targets
are made on a prorated basis only if the threshold level for all of the Corporate Financial Targets are achieved. If the threshold
for all Corporate Financial Targets are not achieved, no payments will be made under the STIP to any participant.


 


The incentive split between Corporate Financial Targets and Business
Unit Financial Targets differs based on whether a participant is a member of a business unit. The following table reflects the
weightings of each component:


 





	 	 	STIP
    Incentive Compensation Weighting % by 

    Position
	Corporate
    Financial Target	 	C-level/SVPs/

    Staff VP’s	 	BU

        Participants*
	 	All
    Other Staff
	Corporate
    Financial Tgt: Bookings Net of Churn (BNOC)	 	30	 	20	 	30
	Corporate
    Financial Tgt: Revenue	 	30	 	20	 	30
	Corporate
    Financial Tgt: EBITDA	 	40	 	40	 	40
	Business
    Unit Financial Targets	 	0	 	20	 	0
	Total
    at Target	 	100	 	100	 	100




 


All
SVPs and VPs are eligible for payment for achievement of stretch Corporate Financial and Business Unit Targets


*Includes SVPs
and VPs in Business Units


 


The table below identifies the target incentives as a percentage
of Base Salary based on a participant’s position and the split between Corporate Financial Targets and Business Unit Financial
Targets. At the C-level/SVP/VP levels, the maximum STIP payout can equal up to 2 times a participant’s target incentive based
on the achievement of stretch Corporate and/or Business Unit Financial Targets.


 


 








 



    	 	 	 



     


    

 


	Position

        Grouping
	 	Target
    Incentive 

    (Varies by Role)	 	Corporate
    

    Financial Targets	 	Business
    Unit 

    Financial Targets
	C-level/SVPs	 	Up
    to 100%	 	100%	 	n/a
	Business
    Unit Participants	 	Up
    to 50%	 	80%	 	20%
	All
    Other Participants	 	Up
    to 50%	 	100%	 	na




 


Base Salary is defined as actual base salary earned during 2016,
which would exclude any bonuses, incentives or other allowances which may have been earned or received during 2016.


 


Determination and Payment of Awards


 


The Committee has sole discretion to determine awards relative to
Corporate Financial Targets and Business Unit Financial Targets for all participants after consideration of any recommendation
by the Chief Executive Officer. The Committee recommends to the full Board of Directors, for their approval, any award to the Chief
Executive Officer. All payments of awards are subject to applicable laws and regulations and terms and conditions of contracts
to which the Company is a party and bound.


 


Manner and Timing of Awards


 


All awards granted pursuant to the 2016 Plan shall be paid in cash
(local currency). If the Committee determines that awards are due and payable under the 2016 Plan, the Company will pay all such
awards not later than March 15, 2017.


 


Recoupment of Awards


 


If the Committee determines that any 2016 Plan participant has engaged
in fraud or intentional misconduct that has caused a restatement of the Company’s financial statements, the Committee will
review the award received or to be received by that participant on the basis of the Company’s performance during the periods
affected by the restatement. If the award would have been lower if it had been based on the restated results, the Committee may
direct the Company to seek recoupment of the award.


 


Termination of Employment


 


An award under the 2016 Plan is earned on the date payment is made
to participants who have been continuously employed by the Company through the payment date. Notwithstanding the foregoing, if
a participant has been involuntarily terminated without cause by the Company between December 31, 2016 and the payment date, the
Committee will determine whether it would be appropriate to pay an award to the participant and whether any such award approved
shall be paid earlier than the payment date to all other participants. If the Committee determines to pay an award to a participant
in accordance with the preceding sentence, the payment of an award will be conditioned on the former employee/participant executing
the Company’s then-standard form of general release. The Committee may delegate its authority under this paragraph to the
Chief Executive Officer as appropriate.


 


 






 




    	 	 	 



     


    

 


If a participant has voluntarily resigned or has been terminated
for cause prior to the date awards from the 2016 Plan are paid, if any, the participant shall not be deemed to have earned any
award under the 2016 Plan and shall not receive any award under the 2016 Plan.


 


If an employee dies or becomes disabled before the date awards from
the 2016 Plan are paid, if any, the Committee may, at its discretion, determine whether the participant has earned any award under
the 2016 Plan. If the Committee determines that such participant has earned an award and that the Company will pay an award, the
Company will pay any such award not later than March 15, 2017.


 


In no event will awards under this
2016 Plan be either postponed or accelerated in the event of termination of employment, except as provided herein.



 


Plan Termination and Amendment


 


The Committee may amend, modify, terminate or suspend operation
of the 2016 Plan at any time. Notice of any such changes will be communicated to participants. In no event, however, will awards
under the 2016 Plan be either postponed or accelerated in the event that the 2016 Plan is terminated.


 


General Provisions


 


Benefits Not Guaranteed. Neither the establishment
of the 2016 Plan nor participation in the 2016 Plan shall provide any guarantee or other assurance that an award will be payable
under the 2016 Plan. There is no obligation of uniformity of treatment of employees or participants under the 2016 Plan.


 


No Employment Right. Participation in the 2016 Plan
does not constitute a commitment, guarantee or agreement that the Company will continue to employ any individual and this 2016
Plan shall not be construed or applied as an employment contract or obligation.


 


Governing Law. The validity, construction and effect
of the 2016 Plan shall be determined in accordance with the laws of the State of Georgia without giving effect to conflicts of
law principles.


 


Severability. The provisions of the 2016 Plan are
severable. If any provision is determined to be unenforceable, in whole or in part, then such provision shall be modified so as
to be enforceable to the maximum extent permitted by law. If such provision cannot be modified to be enforceable, the provision
shall be severed from the 2016 Plan to the extent unenforceable. The remaining provisions and any partially enforceable provisions
shall remain in full force and effect.