##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Amendment No. 1
 Form 10-K/A
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended August 31, 2005
 Commission File Number: 0-17932
 Interland, Inc.
 ( Exact name of registrant as specified in its charter )
 Minnesota
    
    41-1404301(State or other jurisdiction
    
    (I.R.S. Employerof incorporation or organization)
    
    Identification No.)
 303 Peachtree Center Avenue, Suite 500, Atlanta, GA 30303  (Address, including Zip Code, of principal executive offices )
 (404) 260-2477  (Registrants telephone number, including area code )
 Securities registered pursuant to Section 12(g) of the Act:
 Common Stock, par value $.01 per share
Registered on The NASDAQ National Market
 o þ
 o þ
 þ o
 o
 þ o
 o þ




---



##### Table of Contents



Explanatory Note
 This Annual Report on Form 10-K/A is being filed as an amendment to our Annual Report on Form 10-K
for the fiscal year ended August 31, 2005 to amend certain disclosures contained in Part III of the
Annual Report on Form 10-K, as filed by the Registrant on November 7, 2005.
 Except as otherwise expressly noted herein, this Amendment to Annual Report on Form 10-K/A does not
reflect events occurring after the November 7, 2005 filing of our original annual Report on Form
10-K in any way, except to reflect the changes discussed in the amendment. The Registrant does not
undertake to update any item on that Annual Report other than those items set forth below.
Accordingly, this amendment should be read in conjunction with the original filing.
 As a result of these amendments, the Company is also filing as exhibits to this Amendment the
certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial
statements are contained within this Amendment the Company is not including certifications pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002. Except for the amendments described above, this
Amendment does not modify or update other disclosures in, or exhibits to, the original filing.




---



##### 



TABLE OF CONTENTS
 Part IIIItem 10. Directors and Executive Officers of the RegistrantItem 11. Executive CompensationItem 12.
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder MattersItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accounting Fees and ServicesPART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESEX-21.01 SUBSIDIARIES OF THE REGISTRANTEX-31.3 SECTION 302, CERTIFICATION OF THE CEOEX-31.4 SECTION 302, CERTIFICATION OF THE CFO




---



##### Table of Contents



Part III
 
 Item 10. Directors and Executive Officers of the Registrant
 Executive Officers and Directors of the Registrant
  Name
    
    Age
    
    PositionJeffrey M. Stibel
    
    
    32
    
    
    President, Chief Executive Officer and DirectorGonzalo Troncoso
    
    
    43
    
    
    Executive Vice President and Chief Financial OfficerRichard A. Pitrolo
    
    
    45
    
    
    Executive Vice President, Chief Operations OfficerJonathan B. Wilson
    
    
    39
    
    
    Senior Vice President, General CounselSeymour Holtzman
    
    
    70
    
    
    Chairman of the Board of DirectorsJohn B. Balousek
    
    
    60
    
    
    DirectorJohn Patrick Crecine
    
    
    66
    
    
    DirectorEfrem Gerszberg
    
    
    31
    
    
    DirectorAlex Kazerani
    
    
    32
    
    
    DirectorJoel J. Kocher
    
    
    49
    
    
    DirectorRobert Lee
    
    
    57
    
    
    DirectorRobert T. Slezak
    
    
    48
    
    
    Director
 JEFFREY M. STIBEL
 GONZALO TRONCOSO
 RICHARD A. PITROLO
 JONATHAN B. WILSON Internet Forms and
Commentary: A Practitioners Guide to E-Commerce Contracts and the World Wide Web
 1




---



##### Table of Contents



Out of Balance: Prescriptions for Reforming the American
Litigation System
 SEYMOUR HOLTZMAN
 JOHN B. BALOUSEK
 DR. JOHN PATRICK CRECINE
 EFREM GERSZBERG
 ALEX KAZERANI
 JOEL J. KOCHER
 2




---



##### Table of Contents



ROBERT LEE
 ROBERT T. SLEZAK
 Audit Committee Composition
  Audit Committee Financial Expert
  Code of Conduct
 www.interland.com
 Section 16(a) Beneficial Ownership Reporting Compliance
  
 Item 11. Executive Compensation
 COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
 Compensation of Executive Officers
  3




---



##### Table of Contents



SUMMARY COMPENSATION TABLE
 Long-TermCompensationAnnual Compensation
    
    
    
    
    
    
    AwardsOther
    
    
    
    
    
    
    Securities
    
    
    
    
    
    
    AllFiscal
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Annual
    
    
    
    
    
    
    Underlying
    
    
    
    
    
    
    OtherName and Principal Position
    
    Year
    
    
    Salary(1)
    
    
    
    
    
    
    Bonus(2)
    
    
    Compensation(3)
    
    
    
    
    
    
    Options
    
    
    
    
    
    
    Compensation(4)Jeffrey M. Stibel
    
    
    2005
    
    
    $
    
    
    
    
    (5
    )
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    
    1,700,000
    
    
    
    (6
    )
    
    $
    President
and Chief Executive
    
    
    2004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Officer
    
    
    2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Allen L. Shulman
    
    
    2005
    
    
    
    274,231
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    (8
    )
    
    
    President
and Chief Operating
    
    
    2004
    
    
    
    256,401
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,000
    
    
    
    (8
    )
    
    
    Officer(7)
    
    
    2003
    
    
    
    251,750
    
    
    
    
    
    
    
    84,966
    
    
    
    
    
    
    
    
    
    
    
    27,500
    
    
    
    (8
    )
    
    
    1,926Gonzalo Troncoso
    
    
    2005
    
    
    
    166,154
    
    
    
    
    
    
    
    37,800
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    (8
    )
    
    
    Executive
Vice President,
    
    
    2004
    
    
    
    141,923
    
    
    
    
    
    
    
    18,000
    
    
    
    
    
    
    
    
    
    
    
    6,000
    
    
    
    (8
    )
    
    
    Chief Financial Officer
    
    
    2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Richard A. Pitrolo
    
    
    2005
    
    
    
    175,000
    
    
    
    
    
    
    
    42,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Executive
Vice President,
    
    
    2004
    
    
    
    142,788
    
    
    
    
    
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    (8
    )
    
    
    37,678
    
    
    
    (9
    )Chief Operations Officer
    
    
    2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Glenn R.
Hofmann, Senior Vice
    
    
    2005
    
    
    
    160,769
    
    
    
    
    
    
    
    35,700
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    (8
    )
    
    
    President, Products
    
    
    2004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    and Technology(10)
    
    
    2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Joel J. Kocher
    
    
    2005
    
    
    
    420,923
    
    
    
    
    
    
    
    
    
    
    
    68,257
    
    
    
    (12
    )
    
    
    50,000
    
    
    
    (8
    )
    
    
    360,000
    
    
    
    (14
    )Former
Chairman, President
    
    
    2004
    
    
    
    257,570
    
    
    
    
    
    
    
    
    
    
    
    87,309
    
    
    
    (12
    )
    
    
    10,000
    
    
    
    (8
    )
    
    
    and Chief Executive
    
    
    2003
    
    
    
    382,391
    
    
    
    
    
    
    
    
    
    
    
    194,920
    
    
    
    (13
    )
    
    
    35,000
    
    
    
    (8
    )
    
    
    Officer(11)William Jones
Former Chief
Information
    
    
    2005
    
    
    
    192,308
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    (14
    )Officer and Vice President of
    
    
    2004
    
    
    
    201,099
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,000
    
    
    
    (8
    )
    
    
    Operations(15)
    
    
    2003
    
    
    
    130,769
    
    
    
    
    
    
    
    29,538
    
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    (8
    )
    
    
    54,340
    
    
    
    (16
    )
 
 (1)
    
    Includes compensation deferred by the employee under the Companys qualified 401(k) retirement plans.(2)
    
    Includes amounts paid under the Companys profit sharing plans and amounts awarded and paid under the
Management and Executive Incentive Plan (the Incentive Plan, formerly the Micron Electronics, Inc.
Executive Bonus Plan) for fiscal 2004 and earned and paid under the Incentive Plan for prior fiscal years.(3)
    
    Excludes certain perquisites and other amounts that in the aggregate did not exceed the lesser of $50,000 or
10% of the total annual salary and bonuses for the officer.(4)
    
    Except as otherwise noted, consists of matching contributions made by the Company under qualified 401(k)
retirement plans.(5)
    
    Executive has voluntarily elected to receive no base salary.(6)
    
    Represents options issued as an inducement grant under NASDAQ Rule 4350(i)(1)(A)(iv) and pursuant to that
certain Option Agreement dated as of July 28, 2005 between the Company and Mr. Stibel.(7)
    
    This individuals employment with the Company terminated on October 18, 2005. 4




---



##### Table of Contents



(8)
    
    Represents options to purchase shares of the Companys common stock granted under the Companys 2002 Equity
Incentive Plan.(9)
    
    Includes $15,406 of relocation assistance and $22,272 as an initial employment bonus.(10)
    
    This individuals employment with the Company commenced on September 14, 1998, and he became an executive
officer on April 5, 2004.(11)
    
    This individuals employment with the Company terminated on August 11, 2005.(12)
    
    Represents amounts the Company paid for travel to and lodging near the Companys headquarters, as Mr. Kocher
does not reside in the Atlanta area.(13)
    
    Represents the market value ($113,400) for a stock grant of 9,146 shares, plus amounts the Company paid for
travel to and lodging near the Companys headquarters, as Mr. Kocher does not reside in the Atlanta area.(14)
    
    Represents severance payment.(15)
    
    This individuals employment with the Company terminated on August 5, 2005.(16)
    
    Represents payment of $54,340 by the Company for relocation costs, including reimbursement for related taxes. 5




---



##### Table of Contents



OPTION GRANTS IN FISCAL 2005
  Individual GrantsPercent of
    
    
    
    
    
    
    
    
    
    
    Potential Realizable Value atNumber of
    
    
    Total Options
    
    
    
    
    
    
    
    
    
    
    Assumed Annual Rates of StockSecurities
    
    
    Granted to
    
    
    Exercise
    
    
    
    
    
    
    Price Appreciation for OptionUnderlying
    
    
    Employees in
    
    
    Price
    
    
    Expiration
    
    
    TermName
    
    Options Granted
    
    
    Fiscal 2005 (3)
    
    
    Per Share
    
    
    Date
    
    
    5%
    
    
    10%Jeffrey M.
Stibel
    
    
    1,700,000
    
    
    
    (1
    )
    
    
    79.8
    %
    
    $
    2.29
    
    
    
    7/28/2015
    
    
    $
    2,448,287
    
    
    $
    6,204,439Allen L.
Shulman
    
    
    20,000
    
    
    
    (2
    )
    
    
    0.9
    %
    
    $
    2.62
    
    
    
    2/3/2015
    
    
    $
    32,954
    
    
    $
    83,512Gonzalo
Troncoso
    
    
    10,000
    
    
    
    (2
    )
    
    
    0.5
    %
    
    $
    3.01
    
    
    
    12/20/2014
    
    
    $
    18,930
    
    
    $
    47,972Richard A.
Pitrolo
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Glenn R.
Hofmann
    
    
    10,000
    
    
    
    (2
    )
    
    
    0.5
    %
    
    $
    3.01
    
    
    
    12/20/2014
    
    
    $
    18,930
    
    
    $
    47,972Joel J. Kocher
    
    
    50,000
    
    
    
    (2
    )
    
    
    2.3
    %
    
    $
    2.62
    
    
    
    2/3/2015
    
    
    $
    82,385
    
    
    $
    208,780William Jones
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Represents options granted pursuant to a stock option agreement with the Company entered into in connection with Mr.
Stibels employment agreement. Such options are nonstatutory stock options (NSOs) and vest over three years in equal
monthly increments. The exercise price of such options is equal to 100% of the fair market value of the Companys common
stock on the date of grant.(2)
    
    Represents options granted pursuant to the Companys 2002 Equity Incentive Plan that initially vested over two years in
increments of 50% per year. Options granted pursuant to the Companys 2002 Equity Incentive Plan are granted as incentive
stock options (ISOs) or NSOs. ISOs are granted with an exercise price equal to 100% of the fair market value (as
defined in the plan) of the Companys common stock on the date of grant. NSOs granted and set forth in the above table
were granted with an exercise price equal to 100% of the fair market value (as defined in the plan) of the Companys
common stock on the date of grant. The options subsequently were amended to become fully vested as of May 31, 2005.(3)
    
    Reflects percent of total options to purchase shares of the Companys common stock granted to employees during fiscal 2004. 6




---



##### Table of Contents



AGGREGATED OPTION EXERCISES IN FISCAL 2005 AND AUGUST 31, 2005 OPTION VALUES
  Value of UnexercisedNumber of Securities Underlying Unexercised
    
    In-The-Money OptionsShares
    
    
    
    Options
    
    at Fiscal Year-EndAcquired on
    
    Value
    
    at Fiscal Year-End
    
    Exercisable (E) /Name
    
    Exercise
    
    Realized
    
    Exercisable (E) / Unexercisable (U)
    
    Unexercisable (U)Jeffrey M. Stibel
    
    
    
    
    
    
    45,222
    
    
    (E)
    
$
    12,278
(1)1,652,778
    
    
    (U)
    

    429,722
(1)Allen L. Shulman
    
    
    
    
    
    
    78,500
    
    
    (E)
    
$
    00
    
    
    (U)Gonzalo Troncoso
    
    
    
    
    
    
    25,358
    
    
    (E)
    
$
    00
    
    
    (U)Richard A. Pitrolo
    
    
    
    
    
    
    15,000
    
    
    (E)
    
$
    00
    
    
    (U)Glenn R. Hofmann
    
    
    
    
    
    
    22,686
    
    
    (E)
    
$
    00
    
    
    (U)Joel J. Kocher
    
    
    
    
    
    
    460,945
    
    
    (E)
    
$
    00
    
    
    (U)William Jones
    
    
    
    
    
    
    16,000
    
    
    (E)
    
$
    00
    
    
    (U)
 
 (1)
    
    Based on the difference between the closing price for the Companys common stock on the NASDAQ Stock Market,
on August 31, 2005, of $2.55 per share, and the exercise price of $2.29 per share. Compensation of Directors
    7




---



##### Table of Contents



Employment Arrangements
       8




---



##### Table of Contents




    
    After his resignation, Mr. Kocher plans to remain as a member of the Board of
Directors. If he remains as a director, he will be entitled to receive the customary
director compensation from that date forward.
    
    He is entitled to receive severance in the aggregate amount of $360,000, plus a
cash sum approximating 12 months COBRA premiums and related costs.
    
    He is entitled to exercise during the Transition Period (as that term is
defined in his employment agreement), and for 30 days thereafter, any stock options that
have vested or will vest during that period.
    
    The Company has agreed, subject to certain exceptions, to the extent that Mr.
Kocher elects to employ separate counsel, to pay 50% of any reasonable attorneys fees of
such counsel that may be incurred in the future in connection with pending litigation in
which the Company and Mr. Kocher are co-defendants, up to an annual maximum of $60,000. Mr.
Kocher is also entitled to reimbursement of any such amounts incurred prior to the
effective date, up to a maximum of $12,800. Any such amount will be set off against the
$60,000 cap for the first year. The Company has been paying for joint counsel for the
Company and Mr. Kocher in this matter, and will continue to pay for that counsel in the
defense of the Company.
    
    The agreement also contains mutual releases of all claims and causes of action
and covenants not to sue.
 9




---



##### Table of Contents



Code of Ethics
 www.interland.com
 Equity Compensation Plan Information
  Number of securities remainingNumber of securities to be
    
    Weighted average
    
    available for future issuanceissued upon exercise of
    
    exercise price of
    
    under equity compensationoutstanding options,
    
    outstanding options,
    
    plans (excluding securitieswarrants and rights
    
    warrants and rights
    
    reflected in column (a))(a)(1)
    
    (b)(1)
    
    (c)(1)Plans Approved by Shareholders
    
    
    1,074,366
    
    
    $
    17.85
    
    
    
    1,325,460Plans Not Approved by Shareholders
    
    
    1,915,000
    
    
    $
    2.98
    
    
    
    0Total
    
    
    2,989,366
    
    
    $
    8.32
    
    
    
    1,325,460
 
 (1)
    
    Excludes 127,411 shares of common stock to be issued upon the exercise of options issued under
the 1999 Stock Incentive Plan of Interland-Georgia, Inc. (the 1999 Plan), which options have a
weighted average exercise price of $29.54. The Company assumed the outstanding options under the
1999 Plan when the Company acquired Interland-Georgia, Inc. on August 6, 2001. 10




---



##### Table of Contents



Description of Plans Not Approved by Shareholders
  Exercise
    
    ExpirationName
    
    # Shares
    
    
    
    
    
    Price
    
    DatePeter Delgrosso
    
    
    200,000
    
    
    
    
    
    
    $
    2.29
    
    
    
    7/28/13Joel Kocher
    
    
    15,000
    
    
    
    (1
    )
    
    
    90.00
    
    
    
    1/13/08Jeffrey Stibel
    
    
    1,700,000
    
    
    
    
    
    
    
    2.29
    
    
    
    7/28/13
 
 (1)
    
    This stock option was cancelled in December 2005.       11




---



##### Table of Contents



Item 12.
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
  Interland, Inc.Common StockAmount and Nature of
    
    PercentName of Beneficial Owner
    
    Beneficial Ownership(1)
    
    of ClassPAR Investment Partners, L.P. (2)
    
    
    2,000,000
    
    
    
    12.2
    %Dimensional Fund Advisors, Inc. (3)
    
    
    1,212,256
    
    
    
    7.4Seymour Holtzman (4)
    
    
    918,172
    
    
    
    5.6S. H. Holdings, Inc. (5)
    
    
    896,172
    
    
    
    5.5Jeffrey M. Stibel (6)
    
    
    612,614
    
    
    
    3.7Joel J. Kocher (7)
    
    
    490,090
    
    
    
    2.9Robert T. Slezak (8)
    
    
    118,150
    
    
    
    *Robert Lee (9)
    
    
    63,800
    
    
    
    *John B. Balousek (10)
    
    
    53,400
    
    
    
    *John Patrick Crecine (11)
    
    
    32,300
    
    
    
    *Gonzalo Troncoso (12)
    
    
    25,693
    
    
    
    *Glenn R. Hofmann (13)
    
    
    22,686
    
    
    
    *Richard A. Pitrolo (14)
    
    
    15,000
    
    
    
    *Efrem Gerszberg (15)
    
    
    10,000
    
    
    
    *Alex A. Kazerani (16)
    
    
    10,000
    
    
    
    *Allen L. Shulman
    
    
    0
    
    
    
    *William Jones
    
    
    0
    
    
    
    *All current directors and executive officers as a Group (13 persons) (17)
    
    
    2,393,910
    
    
    
    13.8
    %
 
 *
    
    Less than 1%1.
    
    Unless otherwise indicated below, the persons and entities named in the table have sole voting and investment power with
respect to all shares beneficially owned, subject to community property laws where applicable. All holdings have been
adjusted to reflect the 1-for-10 reverse stock split effective August 1, 2003.2.
    
    Information is based in part on Schedule 13G filed on February 12, 2002 by PAR Investment Partners, L.P. Represents
2,000,000 shares held by PAR Investment Partners, L.P. (PAR Investment), of which PAR Group, L.P. is a general partner.
PAR Capital Management, Inc. provides investment management services for PAR Investment. Edward L. Shapiro, who served as
a member of the Board of Directors of Interland from March 2002 to August 2005, is a Vice President and shareholder of
PAR Capital Management, Inc., and a limited partner of PAR Group, L.P. PAR Capital Management, Inc. is a reporting
company under the Exchange Act. The principal office for PAR Investment, PAR Group, L.P. and PAR Capital Management, Inc.
is One Financial Center, Suite 1600, Boston, Massachusetts 02111.3.
    
    Information is based on Schedule 13F filed on September 30, 2005. Dimensional Fund Advisors, Inc. is the institutional
investment manager for the following funds which hold the stock: DFA US Small Cap Value Portfolio; DFA Tax-Managed US
Small Cap Value Portfolio; DFA US Micro Cap Portfolio; DFA US Small Cap Portfolio; DFA Tax-Managed US Small Cap
Portfolio; DFA Tax-Managed US Marketwide Value Portfolio; DFA Variable-Samll Value Portfolio; DFA Tax-Managed US Equity
Portfolio; SA US Small Company Fund; and DFA US Small Xm Value Portfolio. The principal office for Dimensional Fund
Advisors, Inc. is 1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401.4.
    
    Includes 22,000 shares subject to options held by Mr. Holtzman that are exercisable within 60 days after November 30,
2005. Includes 896,172 shares beneficially owned by Jewelcor as reported at Footnote 5 below.5.
    
    Includes 896,172 shares held by S.H. Holdings, Inc. Information is based in part on Schedule 13D filed jointly by Mr.
Holtzman, Jewelcor Management, Inc. and S.H. Holdings, Inc. on July 21, 2004. Mr. Holtzman may be deemed to have shared
voting and investment power over 896,172 shares beneficially owned by Jewelcor Management Inc. (JMI), of which Mr.
Holtzman is the chairman, president and chief executive officer and indirectly, with his wife, the primary shareholder.
The principal office for both companies is 100 N. Wilkes Barre Blvd., Wilkes Barre, Pennsylvania 18702.6.
    
    Includes 283,333 shares subject to options held by Mr. Stibel that are exercisable within 60 days after November 30, 2005. 12




---



##### Table of Contents



7.
    
    Includes 460,945 shares subject to options held by Mr. Kocher that are exercisable within 60 days after November 30, 2005.8.
    
    Includes 33,300 shares subject to options held by Mr. Slezak that are exercisable within 60 days after November 30, 2005.9.
    
    Includes 42,200 shares subject to options held by Mr. Lee that are exercisable within 60 days after November 30, 2005.10.
    
    Includes 42,200 shares subject to options held by Mr. Balousek that are exercisable within 60 days after November 30,
2005.11.
    
    Includes 32,300 shares subject to options held by Dr. Crecine that are exercisable within 60 days after November 30, 2005.12.
    
    Includes 25,358 shares subject to options held by Mr. Troncoso that are exercisable within 60 days after November 30,
2005.13.
    
    Includes 22,686 shares subject to options held by Mr. Hofmann that are exercisable within 60 days after November 30, 2005.14.
    
    Includes 15,000 shares subject to options held by Mr. Pitrolo that are exercisable within 60 days after November 30, 2005.15.
    
    Includes 10,000 shares subject to options held by Mr. Gerszberg that are exercisable within 60 days after November 30, 2005. Does not include shares held by Jewelcor Management, Inc. and
S. H. Holdings, Inc. Mr. Gerszberg is an officer of Jewelcor Management, but does not exercise control over its securities.16.
    
    Includes 10,000 shares subject to options held by Mr. Kazerani that are exercisable within 60 days after November 30, 2005.17.
    
    Includes 1,020,869 shares subject to options that are exercisable within 60 days after November 30, 2005. 
 Item 13. Certain Relationships and Related Transactions
   
 Item 14. Principal Accounting Fees and Services
 Fees Paid to Independent Registered Public Accounting Firm in Fiscal 2004 and 2005
  Fiscal 2005
    
    Fiscal 2004Audit Fees (1)
    
    $
    1,066,383
    
    
    $
    479,340Audit Related Fees
    
    
    25,668
    
    
    
    15,500Tax Fees
    
    
    0
    
    
    
    0All Other Fees
    
    
    0
    
    
    
    0
 
 (1)
    
    Audit fees were for services performed by PricewaterhouseCoopers LLP,
except $29,787 related to the 401(k) benefit plan audit performed by
Grant Thornton LLP.   13




---



##### Table of Contents



PART IV
 
 Item 15. Exhibits
 The following documents are filed as exhibits to this Annual Report on Form 10-K:
 FILEDPREVIOUSLYINCORPORATED BY REFERENCE
    
    ON FORM
    
    FILEDExhibit
    
    Description
    
    Form
    
    Date
    
    Number
    
    Registrant
    
    10-K
    
    HEREWITH2.01
    
    Agreement to Merger, dated as of October 10, 1994,
as amended by the first amendment thereto, dated as
of December 13, 1994, by and among ZEOS, MCI and
MCMS
    
    S-4
    
    3/13/95
    
    
    2.1
    
    
    INLD2.02
    
    Articles of Merger, dated April 7, 1995, by and
among ZEOS, MCI and MCMS
    
    8-K
    
    4/07/95
    
    
    2.2
    
    
    INLD2.03
    
    Purchase Agreement, dated March 22, 2001, by and
among MEI California, Inc., the Registrant and
MICRON Technology Inc. (MTI)
    
    8-K
    
    4/10/01
    
    
    2.01
    
    
    INLD2.04
    
    Agreement and Plan of Merger dated March 22, 2001,
by and among the Registrant, Imagine Acquisition
Corporation and Interland, Inc., a Georgia
corporation (Interland-Georgia)
    
    8-K
    
    4/10/01
    
    
    2.01
    
    
    INLD2.05
    
    Membership Interest Purchase Agreement, dated as of
April 30, 2001, by and between the Registrant and
GTG PC Holdings, LLC
    
    10-Q
    
    5/31/01
    
    
    2.01
    
    
    INLD2.06
    
    First Amendment to Membership Interest Purchase
Agreement and Form of Contribution Agreement, dated
as of May 31, 2001, by and between the Registrant
and GTG PC Holdings, LLC
    
    10-Q
    
    5/31/01
    
    
    2.02
    
    
    INLD2.07(1)
    
    Agreement and Plan of Merger dated as of May 3,
2002, by and between Dialtone Inc., Jaguarcub
Acquisition Corporation, Dialtone Stockholders
Representative
    
    10-Q
    
    5/31/02
    
    
    2.07
    
    
    INLD2.08(a)(1)
    
    Agreement and Plan of Merger dated as of August 30,
2002 by and among Interland, Inc., Panthercub
Acquisition Corporation, iNNERHOST, Inc., Spire
Capital Partners, L.P., Spire Investment L.L.C.,
Waller-Sutton Media Partners, L.P. and the other
stockholders of iNNERHOST, Inc.
    
    S-3/A
    
    9/24/02
    
    
    2.08
    
    
    INLD208(b)
    
    Amendment dated as of October 10, 2002 to Agreement
and Plan of Merger by and among Interland, Inc.,
iNNERHOST, Inc. and the stockholders of iNNERHOST,
Inc.
    
    10-K
    
    8/31/02
    
    
    2.08
    (b)
    
    INLD
 14




---



##### Table of Contents



FILEDPREVIOUSLYINCORPORATED BY REFERENCE
    
    ON FORM
    
    FILEDExhibit
    
    Description
    
    Form
    
    Date
    
    Number
    
    Registrant
    
    10-K
    
    HEREWITH2.09(1)
    
    Agreement and Plan of Merger dated as of December
19, 2002 by and among Interland, Inc., Bobcat
Acquisition Corporation, Hostcentric, Inc. and
William B. Bunting, Steven S. Harter, and Dominique
Bellanger as Stockholders Representatives
    
    8-K
    
    12/20/02
    
    
    2.1
    
    
    INLD2.10(1)
    
    Merger Agreement and Plan of Reorganization among
Trellix Corporation, Interland, Inc. and Cheetah
Acquisition Corporation
    
    S-3
    
    1/22/03
    
    
    2.10
    
    
    INLD2.11
    
    Asset Purchase Agreement dated as of May 5, 2005, by
and between Interland, Inc. and Caird Corporation
    
    10-Q
    
    5/31/05
    
    
    2.01
    
    
    INLD2.12(1)
    
    Asset Purchase Agreement dated as of August 31, 2005
by and between Peer 1 Acquisition Corporation and
Interland, Inc.
    
    8-K
    
    9/7/05
    
    
    2.1
    
    
    INLD3.01
    
    Unofficial Restated Articles of Incorporation of
Registrant (as amended through April 24, 2002)
    
    10-Q
    
    5/31/02
    
    
    3.01
    
    
    INLD3.01(b)
    
    Articles of Amendment to Articles of Incorporation
of Registrant
    
    10-K
    
    8/31/03
    
    
    3.01
    (b)
    
    INLD3.02
    
    Unofficial Restated Bylaws of the Registrant (as
amended through April 24, 2002)
    
    10-Q
    
    5/31/02
    
    
    3.02
    
    
    INLD4.01
    
    Form of Stock Certificate of the Registrant
    
    10-K
    
    8/31/01
    
    
    3.04
    
    
    INLD4.03
    
    August 30, 2002 Registration Rights Agreement by and
among Interland, Inc., Spire Capital Partners, L.P.,
Spire Investment, L.L.C., and Waller-Sutton Media
Partners, L.P.
    
    S-3
    
    9/24/02
    
    
    4.03
    
    
    INLD4.04
    
    August 30, 2002 Stock Restriction Agreement by and
among Spire Capital Partners, L.P., Spire
Investment, L.L.C., and Waller-Sutton Media
Partners, L.P.
    
    S-3
    
    9/24/02
    
    
    4.04
    
    
    INLD4.05
    
    March 28, 2002 Amendment to Stock Rights Agreement
by and among Interland, Inc., Bryan Heitman and
Gabriel Murphy
    
    10-Q
    
    5/31/02
    
    
    10.112
    
    
    INLD4.06
    
    July 11, 2002 Amendment to Stock Rights Agreement by
and among Interland, Inc., Bryan Heitman and Gabriel
Murphy
    
    S-3/A
    
    9/24/02
    
    
    4.06
    
    
    INLD4.07
    
    December 31, 2002 Amendment to Stock Rights
Agreement by and among Interland, Inc., Bryan
Heitman and Gabriel Murphy
    
    S-3/A
    
    3/17/03
    
    
    4.07
    
    
    INLD4.08
    
    Form of Warrant
    
    S-3
    
    1/22/03
    
    
    4.07
    
    
    INLD10.35(a)+
    
    Micron Electronics 1995 Stock Option Plan, as
amended through August 29, 2001
    
    S-8
    
    1/14/00
    
    
    4.1
    
    
    INLD
 15




---



##### Table of Contents



FILEDPREVIOUSLYINCORPORATED BY REFERENCE
    
    ON FORM
    
    FILEDExhibit
    
    Description
    
    Form
    
    Date
    
    Number
    
    Registrant
    
    10-K
    
    HEREWITH10.35(b)+
    
    Form of Notice of Grant for Micron Electronics 1995 Stock Option Plan
    
    10-K
    
    8/31/01
    
    
    10.35
    (b)
    
    INLD10.35(c)+
    
    Interland 1995 Stock Option Plan, as amended August
30, 2001
    
    10-K
    
    8/31/01
    
    
    10.35
    (c)
    
    INLD10.35(d)+
    
    Form of Notice of Grant for Interland 1995 Stock
Option Plan
    
    10-K
    
    8/31/01
    
    
    10.35
    (d)
    
    INLD10.36(a)+
    
    Micron Electronics 1995 Employee Stock Purchase
Plan, as amended through August 5, 2001
    
    10-Q
    
    6/1/95
    
    
    10.36
    
    
    INLD10.36(b)+
    
    Interland 1995 Employee Stock Purchase Plan, as
amended August 6, 2001 and April 24, 2002
    
    
    
    
    
    
    
    
    
    
    
    X10.36(c)+
    
    Interland, Inc. 2002 Equity Incentive Plan
    
    S-8
    
    10/3/03
    
    
    4.1
    
    
    INLD10.38+
    
    Form of Indemnification Agreement between the
Registrant and its officers and directors
    
    10-K
    
    8/31/95
    
    
    10.38
    
    
    INLD10.52+
    
    Employment Offer, dated January 10, 1998, to Joel J.
Kocher
    
    10-Q
    
    2/26/98
    
    
    10.52
    
    
    INLD10.58+
    
    The Registrants Executive Incentive Plan, as amended
    
    10-Q
    
    12/2/99
    
    
    10.58
    
    
    INLD10.68+
    
    Amended Non Qualified Stock Option Agreement, dated
April 6, 2000
    
    10-Q
    
    6/1/00
    
    
    10.68
    
    
    INLD10.69+
    
    Amended Non Qualified Stock Option Agreement, dated
April 6, 2000
    
    10-Q
    
    6/1/00
    
    
    10.69
    
    
    INLD10.70(a)+
    
    HostPro, Inc. 2000 Equity Incentive Plan I
    
    10-K
    
    8/31/00
    
    
    10.70
    
    
    INLD10.70(b)+
    
    HostPro, Inc. 2000 Equity Incentive Plan II
    
    10-K
    
    8/31/00
    
    
    10.71
    
    
    INLD10.70(c)+
    
    Form of Notice of Grant for HostPro, Inc. 2000
Equity Incentive Plans
    
    10-K
    
    8/31/00
    
    
    10.72
    
    
    INLD10.70(d)+
    
    Form of Notice of Grant for HostPro, Inc. 2000
Equity Incentive Plans
    
    10-K
    
    8/31/00
    
    
    10.73
    
    
    INLD10.70(e)+
    
    Micron Electronics 2001 Equity Incentive Plan, as
amended as of March 22, 2001
    
    10-Q
    
    5/31/01
    
    
    10.89
    
    
    INLD10.70(f)+
    
    Interland 2001 Equity Incentive Plan, as amended
August 6, 2001
    
    10-K
    
    8/31/01
    
    
    10.70
    (f)
    
    INLD10.70(g)+
    
    Form of Notice of Grant for Interland 2001 Equity
Incentive Plan
    
    10-K
    
    8/31/01
    
    
    10.70
    (g)
    
    INLD10.79+
    
    The Registrants Severance Plan for Employees  2001
Amendment and Restatement
    
    10-Q
    
    3/1/01
    
    
    10.79
    
    
    INLD
 16




---



##### Table of Contents



FILEDPREVIOUSLYINCORPORATED BY REFERENCE
    
    ON FORM
    
    FILEDExhibit
    
    Description
    
    Form
    
    Date
    
    Number
    
    Registrant
    
    10-K
    
    HEREWITH10.80+
    
    The Registrants Change in Control Severance Plan
    
    10-Q
    
    3/1/01
    
    
    10.80
    
    
    INLD10.81+
    
    HostPro, Inc. 2000 Incentive Plan II  Notice of
Grant to Joel J. Kocher
    
    10-Q
    
    3/1/01
    
    
    10.81
    
    
    INLD10.93
    
    Operating lease for property located at 1450 Eagle
Flight Way, Boise, Idaho, dated as of January 7,
2000
    
    10-Q
    
    5/31/01
    
    
    10.92
    
    
    INLD10.94
    
    Operating lease for property located at 3326 160th
Avenue SE, Bellevue, Washington, dated as of
December 16, 1999
    
    10-Q
    
    5/31/01
    
    
    10.93
    
    
    INLD10.96(a)+
    
    Interland-Georgia Stock Incentive Plan
    
    S-8
    
    9/17/01
    
    
    4.05
    (a)
    
    INLD10.96(b)+
    
    First Amendment to Interland-Georgia Stock Incentive
Plan
    
    S-8
    
    9/17/01
    
    
    4.05
    (b)
    
    INLD10.96(c)+
    
    Second Amendment to Interland-Georgia Stock
Incentive Plan
    
    S-8
    
    9/17/01
    
    
    4.05
    (c)
    
    INLD10.96(d)+
    
    Third Amendment to Interland-Georgia Stock Incentive
Plan
    
    S-8
    
    9/17/01
    
    
    4.05
    (d)
    
    INLD10.96(e)+
    
    Fourth Amendment to Interland-Georgia Stock
Incentive Plan
    
    S-8
    
    9/17/01
    
    
    4.05
    (e)
    
    INLD10.101(a)
    
    Amended and Restated Lease Agreement between
Interland-Georgia and 101 Marietta Street Associates
dated September 29, 1999
    
    S-1/A
    
    5/18/00
    
    
    10.22
    (a)
    
    ILND10.101(b)
    
    First Amendment to Amended and Restated Lease
Agreement between Interland-Georgia and 101 Marietta
Street Associates dated November 23, 1999
    
    S-1/A
    
    5/18/00
    
    
    10.22
    (b)
    
    ILND10.104(a)
    
    SunTrust Plaza Garden Offices Lease Agreement by and
between SunTrust Plaza Associates, LLC and
Interland-Georgia dated May 15, 2000
    
    10-K
    
    8/31/01
    
    
    10.104
    (a)
    
    INLD10.104(b)
    
    First Amendment to Lease Agreement by and between
SunTrust Plaza Associates, LLC and Interland-Georgia
dated September 27, 2000
    
    10-K
    
    8/31/01
    
    
    10.104
    (b)
    
    INLD10.105
    
    Amended and Restated Registration Rights Agreement
between the Registrant, MTI and certain shareholders
of Interland named therein dated August 6, 2001
    
    10-K
    
    8/31/01
    
    
    10.105
    
    
    INLD10.106
    
    Stock Purchase Agreement between MTI and Micron
Semiconductor Products, Inc. dated as of August 30,
2001
    
    10-K
    
    8/31/01
    
    
    10.106
    
    
    INLD10.107
    
    Donation Agreement between Micron Semiconductor
Products, Inc. and the Micron Technology Foundation,
Inc. dated as of August 30, 2001
    
    10-K
    
    8/31/01
    
    
    10.107
    
    
    INLD
 17




---



##### Table of Contents



FILEDPREVIOUSLYINCORPORATED BY REFERENCE
    
    ON FORM
    
    FILEDExhibit
    
    Description
    
    Form
    
    Date
    
    Number
    
    Registrant
    
    10-K
    
    HEREWITH10.108(a)+
    
    Employment Agreement between the Registrant and
Allen Shulman dated November 1, 2001
    
    10-K
    
    8/31/02
    
    
    10.108
    (a)
    
    INLD10.108(b)+
    
    Amendment to Employment Agreement between the
Registrant and Allen Shulman dated as of September
10, 2002
    
    10-K
    
    8/31/02
    
    
    10.108
    (b)
    
    INLD10.109
    
    February 8, 2002 Investor Rights Agreement by and
among Interland, Inc., PAR Investment Partners,
L.P., Hartford Capital Appreciation Fund, and
certain other stockholders
    
    10-Q
    
    2/28/02
    
    
    10.109
    
    
    INLD10.110(1)
    
    Agreement and Plan of Merger dated as of February 8,
2002, by and between CommuniTech.Net, Inc., Montana
Acquisition Company, Inc., Interland, Inc., Gabriel
Murphy, and Bryan Heitman
    
    10-Q
    
    2/28/02
    
    
    10.110
    
    
    INLD10.112
    
    Amendment to Stock Rights Agreement dated as of
March 28, 2002 by and among Interland Inc., Gabriel
Murphy and Bryan Heitman
    
    10-Q
    
    5/31/02
    
    
    10.112
    
    
    INLD10.115(2)
    
    Microsoft Services Provider License Agreement dated
as of January 15, 2002
    
    10-K
    
    8/31/02
    
    
    10.115
    
    
    INLD10.116
    
    Escrow Agreement dated as of June 13, 2003, by and
among Interland, Inc., William B. Bunting, Steven S.
Harter, and Dominique Bellanger, and SunTrust Bank,
a Georgia banking corporation (the Escrow Agent)
    
    10-Q
    
    5/31/03
    
    
    10.1
    
    
    INLD10.118+
    
    Employment Agreement dated as of January 13, 2003 by
and between Interland and William Jones
    
    10-K/A
    
    8/31/03
    
    
    10.118
    
    
    INLD10.119+
    
    Employment Agreement dated as of August 5, 2002 by
and between Interland and Tiffani D. Bova
    
    10-K/A
    
    8/31/03
    
    
    10.119
    
    
    INLD10.120
    
    Promissory Note in the principal amount of
$4,780,475 dated February 11, 2004 in favor or U.S.
Bancorp Oliver-Allen Technology Leasing
    
    10-Q
    
    2/29/04
    
    
    10.117
    
    
    INLD10.121(2)
    
    Hosting Provider Program Agreement dated February
24, 2004 between INTERLAND, INC. and Red Hat, Inc.
    
    10-Q
    
    2/29/04
    
    
    10.118
    
    
    INLD10.122+
    
    Form of Stock Option Agreement for Directors and
Officers under the 2002 Equity Incentive Plan
    
    
    
    
    
    
    
    
    
    
    
    X10.124
    
    Director Compensation Policy effective as of June 7,
2005
    
    8-K
    
    4/19/05
    
    
    10.1
    
    
    INLD
 18




---



##### Table of Contents



FILEDPREVIOUSLYINCORPORATED BY REFERENCE
    
    ON FORM
    
    FILEDExhibit
    
    Description
    
    Form
    
    Date
    
    Number
    
    Registrant
    
    10-K
    
    HEREWITH10.125+
    
    Amendment to Stock Options, dated as of May 24, 2005
    
    10-Q
    
    5/31/05
    
    
    10.125
    
    
    INLD10.126+
    
    Form of Employment Agreement by and between
Interland, Inc. and Juan G. Troncoso and Richard A.
Pitrolo
    
    10-Q
    
    5/31/05
    
    
    10.126
    
    
    INLD10.127+
    
    Form of Employment Agreement dated as of July 28,
2005 with Jeffrey Stibel
    
    8-K
    
    8/3/05
    
    
    10.1
    
    
    INLD10.128+
    
    Form of Employment Agreement dated as of July 28,
2005 with Peter Delgrosso
    
    8-K
    
    8/3/05
    
    
    10.2
    
    
    INLD10.129+
    
    Form of Option Agreement dated as of July 28, 2005
with Jeffrey Stibel
    
    8-K
    
    8/3/05
    
    
    10.3
    
    
    INLD10.130
    
    Form of Subscription Agreement dated July 28, 2005
with Jeffrey Stibel
    
    8-K
    
    8/3/05
    
    
    10.4
    
    
    INLD10.131+
    
    Form of Option Agreement dated as of July 28, 2005
with Peter Delgrosso
    
    8-K
    
    8/3/05
    
    
    10.5
    
    
    INLD10.132+
    
    Form of Separation Agreement and Mutual Release of
Claims executed August 3, 2005 by and between
Interland, Inc. and Joel Kocher
    
    8-K
    
    8/3/05
    
    
    10.6
    
    
    INLD10.133+
    
    Separation Agreement and Full Release of Claims
executed August 3, 2005 by and between Interland,
Inc. and William J. Jones
    
    8-K
    
    8/11/05
    
    
    10.1
    
    
    INLD10.134
    
    Escrow Agreement dated as of August 31, 2005 by and
between Interland, Inc., Peer 1 Acquisition
Corporation and SunTrust Bank
    
    8-K
    
    9/6/05
    
    
    10.1
    
    
    INLD10.135+
    
    Interland, Inc. 2005 Equity Incentive Plan
    
    8-K
    
    9/6/05
    
    
    10.2
    
    
    INLD10.135+
    
    Form of Notice of Grant to be issued under the 2005
Equity Incentive Plan
    
    8-K
    
    9/6/05
    
    
    10.3
    
    
    INLD10.136+
    
    Form of Separation Agreement and Mutual Release of
All Claims as of October 18, 2005 by and between
Interland, Inc. and Allen L. Shulman
    
    8-K
    
    10/18/05
    
    
    10.1
    
    
    INLD14.00
    
    Code of Ethics
    
    10-Q
    
    4/28/04
    
    
    14.00
    
    
    INLD21.01
    
    Subsidiaries of the Registrant
    
    
    
    
    
    
    
    
    
    
    
    
    
    X23.01
    
    Consent of Independent Registered Public Accounting
Firm
    
    
    
    
    
    
    
    
    
    
    
    X24.01
    
    Power of Attorney
    
    
    
    
    
    
    
    
    
    
    
    X31.1
    
    Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
    
    
    
    
    
    
    
    
    
    
    
    X
 19




---



##### Table of Contents



FILEDPREVIOUSLYINCORPORATED BY REFERENCE
    
    ON FORM
    
    FILEDExhibit
    
    Description
    
    Form
    
    Date
    
    Number
    
    Registrant
    
    10-K
    
    HEREWITH31.2
    
    Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
    
    
    
    
    
    
    
    
    
    
    
    X31.3
    
    Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    X31.4
    
    Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    X32.1
    
    Certification of Chief Executive Officer under
Section 906 of the Sarbanes-Oxley Act of 2002
    
    
    
    
    
    
    
    
    
    
    
    X32.2
    
    Certification of Chief Financial Officer under
Section 906 of the Sarbanes-Oxley Act of 2002
    
    
    
    
    
    
    
    
    
    
    
    X
 
 *
    
    INLD indicates the exhibit is incorporated by reference to
the Registrants prior filings with the SEC. ILND
indicates the exhibit is incorporated by reference to
Interland-Georgias prior filings with the SEC.+
    
    Management contract or compensatory arrangement or plan.(1)
    
    Schedules and exhibits have been omitted from the exhibit. A list of
omitted schedules and exhibits is set forth immediately following the
table of contents of the exhibit. Copies will be provided to the
Commission upon request.(2)
    
    The Company has requested confidential treatment for portions of this
exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. 20




---



##### Table of Contents



SIGNATURES
  INTERLAND, INC.Date:
December 22, 2005
    
    /s/ Gonzalo TroncosoBy: Gonzalo TroncosoExecutive Vice President, Chief Financial Officer
  Signature
    
    Title
    
    Date/s/ Jeffrey M. Stibel

Jeffrey M. Stibel
    
    Chief Executive Officer and Director
    
    December 22, 2005/s/ Gonzalo Troncoso

Gonzalo Troncoso
    
    Executive Vice President, Chief Financial Officer
    
    December 22, 2005*

John B. Balousek
    
    Director
    
    December 22, 2005*

Dr. John Patrick Crecine
    
    Director
    
    December 22, 2005*

Alex Kazerani
    
    Director
    
    December 22, 2005*

Joel J. Kocher
    
    Director
    
    December 22, 2005*

Efrem Gerszberg
    
    Director
    
    December 22, 2005*

Seymour Holtzman
    
    Director
    
    December 22, 2005*

Robert Lee
    
    Director
    
    December 22, 2005*

Robert T. Slezak
    
    Director
    
    December 22, 2005
 *By:
    
    /s/ Gonzalo TroncosoGonzalo TroncosoAttorney-in-Fact
 21