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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, 2003

Commission File Number: 0-17932

Interland, Inc.

(Exact name of registrant as specified in its charter)


Minnesota
(State or other jurisdiction
of incorporation or organization)
    
    41-1404301
(I.R.S. Employer
Identification No.)


303 Peachtree Center Avenue, Suite 500, Atlanta, GA 30303
(Address, including Zip Code, of principal executive offices)

(404) 720-8301
(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

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes þ  No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. x

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes x  No o

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of February 28, 2003, was approximately $113 million.

The number of outstanding shares of the registrants common stock on October
31, 2003 was 16,315,754.

Part III of the Annual Report on Form 10-K filed by Registrant on November 26,
2003 is amended as set forth below. Except as modified herein, the Registrant
incorporates into this Form 10-K/A the contents of the Annual Report filed on
November 26, 2003. The Registrant does not undertake to update any item on
that Annual Report other than those items set forth below.Part IIIItem 10. Directors and Executive Officers of the Registrant.Executive Officers and Directors of the RegistrantThe
executive officers and directors of the Company and their ages as of
November 30, 2003 were as follows:Name
    
    Age
    
    PositionJoel J. Kocher
    
    
    47
    
    
    Chairman of the Board of Directors, President and Chief Executive OfficerAllen L. Shulman
    
    
    55
    
    
    Senior Vice President, Chief Financial Officer, and General CounselSavino R. Sid Ferrales
    
    
    53
    
    
    Senior Vice President and Chief Resource OfficerDonald Bulens
    
    
    47
    
    
    Senior Vice President of Mainstream MarketingWilliam J. Jones
    
    
    43
    
    
    Chief Information Officer, Vice President of OperationsTiffani D. Bova
    
    
    37
    
    
    Vice President, Sales & Channel ProgramsRobert T. Slezak
    
    
    46
    
    
    DirectorJohn P. Crecine
    
    
    64
    
    
    DirectorRobert Lee
    
    
    55
    
    
    DirectorJohn B. Balousek
    
    
    57
    
    
    DirectorEdward Shapiro
    
    
    38
    
    
    Director

Joel J. Kocheris Chairman, President and Chief Executive Officer. He joined
the Company in January 1998 as President, Chief Operating Officer, and
Director, and was appointed Chairman and Chief Executive Officer in June 1998.
Prior to joining the Company, Mr. Kocher served as President and Chief
Operating Officer at Power Computing Corporation, a personal computer company,
from December 1996 until August 1997. He served as Executive Vice President
and then Chief Executive Officer of Artistsoft, Inc., a computer networking and
telephone company, from August 1994 to January 1996. From 1987 to 1994, he
held several senior executive positions with Dell Computer Corporation,
including President, Worldwide Sales, Marketing and Services.Allen L. Shulmanwas elected as Senior Vice President, Chief Financial Officer,
and General Counsel in October 2002, after serving as Vice President and
General Counsel since joining the Company in November 2001. Mr. Shulman served
as General Counsel of CheckFree Corporation from May 1997 until October 2001
and additionally as Chief Financial Officer from August 1998 to June 2000.
From 1983 to 1996, Mr. Shulman held a number of executive positions with United
Refrigerated Services, Inc., including Chief Operating Officer, Chief Financial
Officer, and General Counsel. From 1974 to 1983, he practiced law in New
Jersey and in Chicago, where he was a partner in the firm of Conklin & Adler.-2-Savino R. Sid Ferraleshas served as Senior Vice President and Chief Resource
Officer since February 1998. From December 1997 to January 1998, Mr. Ferrales
performed human resource consulting work for Micron Electronics, Inc. Prior to
that, he served as Vice President of Human Resources at Power Computing
Corporation from March 1997 to November 1997. From June 1995 to February 1997,
Mr. Ferrales served as Vice-President, Worldwide Human Resources, for Digital
Equipment Corporation. From 1994 to June 1995, he was a principal in OMC
Group, a human resources consulting firm. From January 1989 to June 1995, he
served as Vice President of Human Resources at Dell Computer Corporation. He
has over twenty-five years experience in human resources and organization
development with several high technology companies, including more than ten
years at Motorola, Inc.Donald Bulensis Senior Vice President of Mainstream Marketing and joined the
Company in conjunction with the January 2003 acquisition of Trellix Corporation
(Trellix). Mr. Bulens was formerly the President and CEO of Trellix from
January 1999 through January 2003. Prior to Trellix, Mr. Bulens was an
independent consultant advising software and internet companies from November
1997 through January 1999. From August 1996 through November 1997, Mr. Bulens
was the President and CEO of Radnet, Inc. From January 1988 through August
1996, Mr. Bulens held a number of management positions at Lotus Development
Corporation, including Vice President of Worldwide Business Partner Programs.
Mr. Bulens began his career at New England Telephone Company and then AT&T,
where he held several sales and sales management positions from June 1978
through January 1988.William J. Jonesbecame Chief Information Officer, Vice President of Operations
in July 2003. A 20-year veteran in information technology, Mr. Jones brings a
wealth of experience to his job overseeing the companys information technology
and data center operations. Prior to joining Interland, Mr. Jones was CIO of
Tivoli Systems from May 2000 to January 2003, as well as director of Americas
infrastructure services for the IBM Software Group. From October 1996 to
October 1998, he served as director of operations in the IT group for ENTEX
Information Services, a privately held computer systems reseller and services
company. During his 14-year tenure at Electronic Data Systems (EDS) from June
1982 to October 1996, he held various technical and management positions with
emphasis on information technology operations. Mr. Jones performed his
undergraduate studies at Pennsylvania State University and completed the Cox
School of Business Mid-Management Program at Southern Methodist University.Tiffani D. Bovabecame the Vice President, Sales & Channel Programs at
Interland in July 2003. Miss Bova joined Interland from Affinity Internet
where she was the Vice President of Sales and Channel Programs, building
Affinitys channel presence and revenue growth. In 2002, Miss Bova was named
one of twenty-five leading channel advocates heading up innovative channel
program campaigns by CRN Magazine. Widely regarded as an expert in the
technology reseller channel, this 13-year technical sales veteran has also held
management positions with leading companies including Sprint, Inacom and
Winstar.Robert T. Slezakhas served as a member on the board of directors since August
2001. He currently also serves as a Director on the boards of Matrix Bancorp,
Inc., BAM! Entertainment, Inc. and Crown Financial Group, Inc. Mr. Slezak has
worked as an independent management consultant since November 1999. From 1989
to November 1999, Mr. Slezak served as Chief Financial Officer of Ameritrade
Holding Corporation, managing the accounting, finance, tax, mergers and
acquisitions and regulatory reporting functions of this online brokerage firm.John Patrick Crecine, PhDbecame a director of Interland in November 2003. Dr.
Crecine is Chief Executive Officer of B.P.T., Inc., a private investor, and
consultant. He was President of the Georgia Institute of Technology from 1987
to mid-1994. Previously he served as a Professor at the University of Michigan
and founding Director of the Institute of Public Policy Studies from 1965 to
1975. He became Dean of the College of Humanities and Social Sciences at
Carnegie Mellon University in 1976, a position he held until 1983 when he
became the Universitys Provost and Senior Vice President for Academic Affairs.
He held that position until his Georgia Tech appointment. He is a member of
the Board of the Georgia Department of Industry, Trade and Tourism. He also
has been a Director of INTERMET Corporation, a company listed on the NASDAQ
National Market, since 1993, and serves on the boards of two privately held
companies.Robert Leehas served as a member on the board of directors since April 1999.
He is currently also a Director on the board of Netopia, a publicly held
company, as well as several privately held firms. From 1995 to May 1998, Mr.
Lee served as President of Business Communications Services for Pacific Bell.
Mr. Lee also served as Executive Vice President, California Market Group, for
Pacific Bell from 1993 to 1995.John B. Balousekhas served as a member of the board of directors since August
1999. He currently serves as a Director on the boards of two publicly held
companies, Aptimus, Inc. and Central Garden & Pet Company, and several
privately held-3-firms. From 1998 to 1999, Mr. Balousek served as Executive Vice President and
a founder of PhotoAlley.com, a San-Francisco-based start-up company providing
electronic commerce services. He served as Chairman and CEO of True North
Technologies, a digital and interactive services company of True North
Communications, parent company of Foote Cone & Belding Communications, Inc., a
global advertising and communications company, from March to July 1996. Mr.
Balousek continued to serve as a Director of True North Communications until
January 1997. From 1991 to February 1996, Mr. Balousek served as President,
Chief Operating Officer and Director of Foote Cone & Belding Communications.Edward Shapirohas served as a member of the board of Directors since January
2002. He is currently a partner with PAR Capital Management, Inc. He also has
held the positions of vice president with Wellington Management Company LLC,
and financial analyst with Morgan Stanley & Co. He serves as a
Director on the boards of two privately held firms.Audit Committee CompositionThe Company has a separately designated standing audit committee established in
accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as
amended (the Exchange Act). John B. Balousek, Robert Lee, and Robert T.
Slezak are members of the audit committee. The Companys Board of Directors has
determined that all members of the Companys Audit Committee are independent
as defined in Rules 1400(a)(14) of the NASDAQ listing standards.Audit Committee Financial ExpertThe Companys Board of Directors has determined that in its judgment, Mr.
Slezak qualifies as an audit committee financial expert in accordance with
the applicable rules and regulations of the Securities and Exchange Commission
(SEC). An audit committee financial expert is a person who has (1) an
understanding of generally accepted accounting principles and financial
statements; (2) the ability to assess the general application of such
principles in connection with the accounting for estimates, accruals and
reserves; (3) experience preparing, auditing, analyzing or evaluating financial
statements that present a breadth and level of complexity of accounting issues
that are generally comparable to the breadth and complexity of issues that can
reasonably be expected to be raised by the registrants financial statements,
or experience actively supervising one or more persons engaged in such
activities; (4) an understanding of internal controls and procedures for
financial reporting; and (5) an understanding of audit committee functionsSection 16(a) Beneficial Ownership Reporting ComplianceSection 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Companys directors and officers and persons who own beneficially more than
10% (collectively, the Beneficial Owners) of a registered class of the
Companys equity securities, to file initial reports of ownership and reports
of changes of ownership with the Securities and Exchange Commission (the
SEC). Copies of all filed reports are required to be furnished to the Company
pursuant to Section 16(a). Based solely on the reports received by the Company
and on written representations from reporting persons, the Company believes
that the Beneficial Owners complied with all applicable Section 16(a) filing
requirements during the fiscal year ended August 31, 2003,
except (1) Donald Bulens
filed late his Form 3 reporting no ownership of Company securities other than
one stock option, and (2) David Buckel failed to file one
Form 4 to report one exempt stock option granted immediately
prior to his termination.Item 11. Executive CompensationCOMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORSCompensation of Executive OfficersThe following table sets forth the cash and non-cash compensation for each
of the last three fiscal years for services rendered to the Company, its
predecessors and its subsidiaries, awarded to or earned by any individual who
served as Chief Executive Officer of the Company during fiscal 2003 and each of
the other four most highly compensated executive officers of the Company who
were serving as executive officers at the end of fiscal 2003 whose combined
salary and bonus earned in fiscal 2003 exceeded $100,000 and two former
executive officers who were no longer officers at fiscal year end but who would
have been among the most highly compensated executive officers for the fiscal
year (collectively, the Named Executive Officers):-4-SUMMARY COMPENSATION TABLELong-TermCompensationAnnual Compensation
    
    AwardsOther
    
    Securities
    
    AllFiscal
    
    
    
    
    
    
    
    
    
    Annual
    
    Underlying
    
    OtherName and Principal Position
    
    Year
    
    Salary1
    
    Bonus2
    
    Compensation3
    
    Options4
    
    Compensation5Joel J. Kocher
    
    
    2003
    
    
    
    382,391
    
    
    
    
    
    
    
    194,920
    18
    
    
    35,000
    6
    
    
    Chairman, President and
    
    
    2002
    
    
    
    364,846
    
    
    
    162,000
    
    
    
    83,301
    7
    
    
    100,000
    8
    
    
    Chief Executive Officer
    
    
    2001
    
    
    
    495,597
    
    
    
    
    
    
    
    
    
    
    
    142,870
    9
    
    
    Savino R. Ferrales
    
    
    2003
    
    
    
    244,792
    
    
    
    91,047
    
    
    
    48,366
    10
    
    
    17,500
    6
    
    
    Senior Vice President and
    
    
    2002
    
    
    
    264,000
    
    
    
    164,025
    19
    
    
    57,745
    10
    
    
    23,000
    8
    
    
    270,000
    11Chief Resource Officer
    
    
    2001
    
    
    
    276,000
    
    
    
    42,525
    
    
    
    
    
    
    
    25,000
    12
    
    
    Allen L. Shulman
    
    
    2003
    
    
    
    251,750
    
    
    
    84,966
    
    
    
    
    
    
    
    27,500
    6
    
    
    1,926Senior Vice President and
    
    
    2002
    
    
    
    166,538
    
    
    
    77,289
    
    
    
    
    
    
    
    25,000
    6
    
    
    Chief Financial Officer
    
    
    2001
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Tiffani D. Bova
    
    
    2003
    
    
    
    233,077
    
    
    
    144,381
    
    
    
    
    
    
    
    16,000
    6
    
    
    18,731
    20Vice President, Sales &
    
    
    2002
    
    
    
    9,808
    
    
    
    
    
    
    
    
    
    
    
    13,000
    6
    
    
    25,000
    21Chanel Programs
    
    
    2001
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Donald Bulens
    
    
    2003
    
    
    
    166,667
    
    
    
    61,875
    
    
    
    285,000
    15
    
    
    35,000
    6
    
    
    Senior Vice President of
    
    
    2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Mainstream Marketing14
    
    
    2001
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    David A. Buckel
    
    
    2003
    
    
    
    110,589
    
    
    
    108,000
    
    
    
    236,400
    
    
    
    8,632
    
    
    
    Former Senior Vice
    
    
    2002
    
    
    
    234,231
    
    
    
    37,800
    
    
    
    
    
    
    
    10,000
    8
    
    
    11,281President & Chief
    
    
    2001
    
    
    
    132,286
    
    
    
    
    
    
    
    
    
    
    
    25,286
    8
    
    
    28,012
    17Financial Officer16Mark K. Alexander
    
    
    2003
    
    
    
    244,791
    
    
    
    101,309
    
    
    
    
    
    
    
    
    
    
    
    Former Senior Vice
    
    
    2002
    
    
    
    219,286
    
    
    
    98,046
    
    
    
    
    
    
    
    23,000
    8
    
    
    4,646President of Sales
    
    
    2001
    
    
    
    17,318
    
    
    
    
    
    
    
    
    
    
    
    16,000
    8
    
    
    & Marketing13


(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 2002 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)
    
    Adjusted for 1-for-10 reverse stock split effective August 2, 2003.(5)
    
    Except as otherwise noted, consists of matching contributions made by the
Company under qualified 401(k) retirement plans.(6)
    
    Represents options to purchase shares of the Companys common stock
granted under the Companys 2002 Stock Incentive Plan.(7)
    
    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.(8)
    
    Represents an option to purchase shares of the Companys common stock
granted under the Companys 1995 Stock Option Plan.-5-(9)
    
    Represents an option to purchase 25,000 shares of the Companys common
stock granted under the Companys 1995 Stock Option Plan and an option
originally granted to purchase shares of the common stock of HostPro,
Inc., a wholly owned subsidiary of the Company, pursuant to the HostPro,
Inc. 2000 Equity Incentive Plan I or the HostPro, Inc. 2000 Equity
Incentive Plan II. The options granted under the HostPro plans were
converted into options to purchase 117,870 shares of the Companys common
stock under the Companys 2001 Equity Incentive Plan as of March 22, 2001.(10)
    
    Represents amounts the Company paid for travel to and lodging near the
Companys headquarters, as Mr. Ferrales does not reside in the Atlanta
area.(11)
    
    Represents a retention bonus of $270,000 earned in fiscal 2002.(12)
    
    Represents an option to purchase 16,427 shares of the Companys common
stock granted under the Companys 1995 Stock Option Plan and an option
originally granted to purchase shares of the common stock of HostPro,
Inc., a wholly owned subsidiary of the Company, pursuant to the HostPro,
Inc. 2000 Equity Incentive Plan I or the HostPro, Inc. 2000 Equity
Incentive Plan II. The options granted under the HostPro plans were
converted into options to purchase 8,572 shares of the Companys common
stock under the Companys 2001 Equity Incentive Plan as of March 22, 2001.(13)
    
    This individuals employment with the Company terminated on December 10,
2002, after the Companys August 31, 2002 fiscal year end.(14)
    
    This individuals employment with the Company commenced on January 3,
2003, and he became an executive officer on January 23, 2003.(15)
    
    Bonus paid in connection with the Companys acquisition of Trellix in
January 2003.(16)
    
    This individuals employment with the Company terminated on October 31,
2002, after the Companys August 31, 2002 fiscal year end.(17)
    
    Represents payment of $28,012 by the Company for relocation costs,
including, in certain instances, reimbursement for related taxes.(18)
    
    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(19)
    
    Includes a $121,500 bonus that was not paid until after the 2002 10K/A
was prepared.(20)
    
    Includes $17,346 of relocation assistance.(21)
    
    Represents an initial employment bonus.(22)
    
    Represents severance payment.-6-OPTION GRANTS IN FISCAL 2003The following table provides information with respect to stock options
granted in fiscal 2003 to each of the Named Executive Officers who received
options. In accordance with the rules of the SEC, the table sets forth the
hypothetical gains or option spreads that would exist for the options at the
end of their respective terms based on assumed annual rates of compound stock
price appreciation of 5% and 10% from the dates the options were granted to the
end of the respective option terms. Actual gains, if any, on option exercises
are dependent on the future performance of the Companys common stock and
overall market conditions. There can be no assurance that the potential
realizable values shown in this table will be achieved.Potential RealizableValue atAssumed Annual Ratesof StockPrice Appreciation forIndividual Grants
    
    Option TermPercent ofNumber of
    
    TotalSecurities
    
    Options
    
    ExerciseUnderlying
    
    Granted to
    
    PriceOptions
    
    Employees in
    
    Per
    
    ExpirationName
    
    Granted
    
    Fiscal 2003 (4)
    
    Share
    
    Date
    
    5%
    
    10%Joel J. Kocher
    
    
    35,000
    (2)
    
    
    6.8
    %
    
    $
    11.00
    
    
    1/12/2013
    
    $
    242,124
    
    
    $
    613,591Savino R. Ferrales
    
    
    17,500
    (2)
    
    
    3.4
    %
    
    $
    11.00
    
    
    1/12/2013
    
    $
    121,062
    
    
    $
    306,795Allen L. Shulman
    
    
    17,500
    (1)
    
    
    3.4
    %
    
    $
    11.00
    
    
    1/12/2013
    
    $
    121,062
    
    
    $
    306,79510,000
    (2)
    
    
    1.9
    %
    
    $
    17.50
    
    
    10/17/2012
    
    $
    106,912
    
    
    $
    270,936Donald Bulens
    
    
    35,000
    (3)
    
    
    6.8
    %
    
    $
    11.00
    
    
    1/12/2013
    
    $
    242,124
    
    
    $
    613,591Tiffani D. Bova
    
    
    16,000
    (2)
    
    
    3.1
    %
    
    $
    11.00
    
    
    1/13/2013
    
    $
    110,685
    
    
    $
    280,499David A. Buckel
    
    
    8,632
    (5)
    
    
    1.7
    %
    
    $
    31.90
    
    
    10/31/2003
    
    $
    173,173
    
    
    $
    438,854Mark K. Alexander
    

    
    
    
    
    
    
    
    
    
    
    
    


    
    
    
    
    
    

(1)
    
    Represents options granted pursuant to the Companys 2002 Equity
Incentive Plan that vest over three years in increments of 33% per year.
Options granted pursuant to the Companys 2002 Equity Incentive Plan
are granted as incentive stock options (ISOs) or nonstatutory stock
options (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.(2)
    
    Represents options granted pursuant to the Companys 2002 Equity
Incentive Plan that vest over four years in increments of 25% per year.(3)
    
    Represents options granted pursuant to the Companys 2002 Equity
Incentive Plan that vest over four years in increments of 25% per year.
This grant also contained accelerated vesting
provisions in the event of certain performance measurements were
achieved in fiscal 2003. Performance thresholds were not met, therefore,
no vesting acceleration occurred.(4)
    
    Reflects percent of total options to purchase shares of the Companys
common stock granted to employees during fiscal 2003.(5)
    
    Represents ISO granted pursuant to
the Companys 2002 Equity Incentive Plan that was vested as of
the date of grant and expired one year from the date of grant.-7-AGGREGATED OPTION EXERCISES IN FISCAL 2003 AND AUGUST 31, 2003 OPTION VALUESThe following table provides information regarding Company stock option
exercises in fiscal 2003 by the Named Executive Officers, and the value of such
officers unexercised options at November 30, 2003:Number of SecuritiesUnderlying
    
    Value ofUnexercised
    
    Unexercised In-The-MoneyOptions at Fiscal
    
    Options at FiscalYear-End
    
    Year-EndShares Acquired
    
    Value
    
    Exercisable (E) /
    
    Exercisable (E) /Name
    
    on Exercise
    
    Realized
    
    Unexercisable (U)
    
    Unexercisable (U)Joel J. Kocher
    
    
    
    
    
    
    
    
    
    
    274,528
    (E)
    
    $
    2,057
    (E)126,416
    (U)
    
    
    0
    (U)Allen Shulman
    
    
    
    
    
    
    
    
    
    
    10,395
    (E)
    
    $
    0
    (E)42,104
    (U)
    
    
    0
    (U)Savino R. Ferrales
    
    
    
    
    
    
    
    
    
    
    62,034
    (E)
    
    $
    282
    (E)36,993
    (U)
    
    
    0
    (U)Tiffani D. Bova
    
    
    
    
    
    
    
    
    
    
    3,250
    (E)
    
    $
    0
    (E)25,750
    (U)
    
    
    0
    (U)Donald Bulens
    
    
    
    
    
    
    
    
    
    
    0
    (E)
    
    $
    0
    (E)35,000
    (U)
    
    
    0
    (U)David
A. Buckel
    
    
    
    
    
    
    
    
    
    
    0
    (E)
    
    $
    0
    (E)0
    (U)
    
    
    0
    (U)Mark
K. Alexander
    
    
    
    
    
    
    
    
    
    
    0
    (E)
    
    $
    0
    (E)0
    (U)
    
    
    0
    (U)

Compensation of DirectorsMembers of the Board of Directors who are not employees of the Company or
employees, officers or directors of any subsidiary or affiliate of the Company
are paid an annual retainer of $40,000 (the Annual Retainer). The Annual
Retainer is payable in arrears in equal quarterly installments within the first
thirty days of each fiscal quarter to qualified directors holding office during
the prior fiscal quarter. Qualified directors who hold office for less than an
entire fiscal quarter receive a pro-rated portion of the Annual Retainer.Additionally, all directors who are not employees of the Company or its
subsidiaries or affiliates are to receive a formula Nonstatutory Stock Option
(a Formula Option) of 1,000 shares of common stock upon appointment to the
Board and such directors serving on the Board as of the date immediately
following each annual meeting of the Companys shareholders receive a Formula
Option as of the date of the meeting for 1,000 shares of common stock. The
Formula Options have an exercise price equal to the market value of a share of
the Companys common stock on the grant date, have a term of ten years and vest
25% on the first anniversary of the grant date and 2.0833% monthly thereafter.
The Company reimburses directors for travel and lodging expenses, if any,
incurred in connection with attendance at Board meetings or performance of
director services.Employment ArrangementsThe Company has entered into employment agreements (the Executive
Agreements) with Joel. Kocher, the Companys Chairman, President, and Chief
Executive Officer; Savino Ferrales, its Senior Vice President and Chief
Resource Officer; Allen Shulman, its Senior Vice President, Chief Financial
Officer and General Counsel; Donald Bulens, its Senior Vice President for
Mainstream Marketing; and Tiffani Bova, its Vice President of Sales and Channel
Programs. In the case of Mr. Bulens, the Executive Agreement was entered into
in connection with the Companys acquisition of Trellix. The-8-Executive Agreements allow either the Company or the officer to terminate
the officers active employment with the Company for any reason, voluntary or
involuntary, with or without cause, by providing notice to that effect in
writing.The Executive Agreements for Mr. Kocher and Mr. Ferrales provide for a
Transition Period following termination, unless employment was terminated by
the Company for cause or by the officer without good reason. During the
Transition Period, the officer will continue to receive all benefits
customarily provided to such officer while employed, including, but not
limited to, salary, bonuses, executive bonuses, benefits and continued vesting
of any granted stock options. Customarily provided refers to Company
practices and plans with respect to the officers benefits and compensation in
effect as of the date of termination of the officers active employment with
the Company. Such terminated officers will not be entitled to any new grants of
interest in future executive bonuses, any new grants of stock options, or
payment of any compensation under an incentive program that is deferred, due to
payment criteria of such incentive program, as those criteria existed as of the
date of termination of the officers active employment with the Company, beyond
the Transition Period. The Transition Period is one year for Mr. Kocher and
six months for Mr. Ferrales. During any Transition Period, the executive would
be subject to the following covenants: non- compete, non-solicitation of
employees, noninterference or solicitation or diversion of business, and
non-solicitation of customers and suppliers.The Executive Agreements for the other three executives provide for a Base
Salary, and a lump sum severance payment of six months of Base Salary in the
event of termination other than for cause, except in the case of
Mr. Shulman, the severance is for twelve months instead of six
months. Mr. Bulens Executive Agreement
provides for an additional $3,000 severance payment. The annual Base Salary is
set forth in an exhibit to each Executive Agreement as follows: $235,000 for
Mr. Shulman, $250,000 for Mr. Bulens, and $170,000 for Ms. Bova. These three
Executive Agreements also provide for additional performance based
compensation, specified to be up to 45% of Base Salary in the case of Mr.
Shulman and Mr. Bulens, and up to a total compensation target of $283,333 in
the case of Ms. Bova. These three executives also entered into a separate
Confidentiality and Non-Competition Agreement (Non-Competition Agreement).
The Non-Competition Agreement provides for a term of 12 months after
termination, except in the case of Mr. Bulens, the term is six months. Each
Non-Competition Agreement prohibits competition with the Company and disclosure
of confidential information by the executive. The Non-Competition Agreements
for Mr. Shulman and Ms. Bova also prohibit solicitation of customers or
employees by the executive.The Company maintains no formal change of control agreements or
arrangements with individual Company executives. However, the 2002 Equity
Incentive Plan, the 2001 Equity Incentive Plan, and the 1995 Stock Option Plan
provide for the vesting of any or all options granted pursuant to the plans to
accelerate and become immediately exercisable upon a change of control of the
Company, as defined in the applicable plans.In connection with his resignation as Senior Vice President, Interland entered
into an agreement with Mr. Alexander as of November 6, 2002. Under this
agreement, Interland agreed to continue to pay Mr. Alexander his base salary
through November 10, 2003, in return for his agreement to provide specified
services. The agreement also provided for releases from him and the
termination of all obligations by us under his former employment agreement. In addition, the agreement provides that Mr. Alexanders options for
common stock will continue to vest through November 10, 2002, and will be
exercisable through March 10, 2002. We also agreed to continue certain health
benefits and insurance coverage.In
connection with his resignation as Senior Vice President and Chief
Financial Officer, Interland entered into an agreement with Mr.
Buckel as of October 20, 2002. Under this agreement, Interland agreed
to continue to pay Mr. Buckel his base salary through October 19,
2003 and to grant Mr. Buckel an additional option to purchase 8,632
shares of common stock exercisable through October 31, 2003, in
return for his agreement to provide specified services. The agreement
also provided for releases from him and the termination of all
obligations by us under his former employment agreement. In addition,
the agreement provides that Mr. Buckels prior options for common
stock would continue to vest through October 31, 2002, and would be
exercisable through November 30, 2002. As of November 30, 2003, all
of Mr. Buckels options have terminated.Code of EthicsThe Company has adopted a Code of Ethics (as defined in Item 406 of
Regulation S-K) that applies to our Chief Executive Officer, Chief Financial
Officer and other financial officers. The Code of Ethics is filed as an
Exhibit to the Companys Annual Report on Form 10-K for the fiscal year ended
August 31, 2003.-9-Item 12. Security Ownership of Certain Beneficial Owners and ManagementThe following table sets forth ownership information with respect to the
common stock of the Company, as of November 30, 2003, with respect to (i)
persons known by the Company to beneficially own more than 5% of the Companys
common stock, (ii) each director of the Company, (iii) each Named Executive
Officer of the Company listed in the Summary Compensation Table above, and
(iv) all current directors and executive officers of the Company as a group:Interland, Inc.Common StockPercentAmount
and Nature of
    
    ofName of Beneficial Owner
    

Beneficial
Ownership(1)
    
    ClassPAR Investment Partners, L.P. (2)
    
    
    2,000,000
    
    
    
    12.3
    %Wellington Management Company, LLP (3)
    
    
    1,315,590
    
    
    
    8.1Hartford Mutual Funds (4)
    
    
    1,310,000
    
    
    
    8.0ICM Asset Management, Inc. (5)
    
    
    1,510,660
    
    
    
    9.3Dominique Bellanger (6)
    
    
    949,433
    
    
    
    5.8Steve Harter (6)
    
    
    949,433
    
    
    
    5.8William B. Bunting (6)
    
    
    949,433
    
    
    
    5.8Joel J. Kocher (7)
    
    
    298,390
    
    
    
    1.8Robert T. Slezak (8)
    
    
    87,454
    
    
    
    *Savino R. Ferrales (9)
    
    
    72,176
    
    
    
    *Robert Lee (10)
    
    
    29,274
    
    
    
    *Allen L. Shulman (11)
    
    
    21,900
    
    
    
    *John B. Balousek (12)
    
    
    23,100
    
    
    
    *Edward Shapiro (13)
    
    
    3,000
    
    
    
    *John P. Crecine (14)
    
    
    2,000
    
    
    
    *Donald Bulens (15)
    
    
    8,750
    
    
    
    *Tiffani D. Bova (16)
    
    
    9,884
    
    
    
    *David
A. Buckel
    
    
    0
    
    
    
    *Mark
K. Alexander
    
    
    2,257
    
    
    
    *All current directors and executive
officers as a Group (11 persons) (17)
    
    
    560,928
    
    
    
    3.4
    %

*
    
    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 has served
as a member of the Board of Directors of Interland since March 2002, is a
Vice President and shareholder of PAR Capital Management, Inc., and a
limited partner of PAR Group, L.P. Does not include 3,000 shares subject
to currently exercisable options owned by Mr. Shapiro. PAR Capital
Management, Inc. is a reporting company under the Exchange Act. The
principal officer 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 13G filed February 13, 2003 by
Wellington Management Company, LLP, which acts as investment advisor with
respect to the shares and holds shared voting and shared dispositive power
with respect to the shares. According to that Schedule 13G, Hartford
Capital Appreciation HLS Fund, Inc. has the right to receive, or the power
to direct the receipt of, dividends from, or the proceeds from the sale of
more than five percent of the shares reported by Wellington Management.
The 1,310,00 shares beneficially owned by Hartford Mutual Funds, Inc.
reported in the above table are a component of Wellington Management
Company, LLPs 1,315,590 also reported in the above table. Edward Shapiro
is a director of Interland and was a Vice President with Wellington
Management. Wellington Management is a registered investment company under
the Investment Company Act of 1940. The principal office of Wellington
Management is 75 State Street, Boston, Massachusetts 02109.4.
    
    Information is based on Schedule 13G filed on February 7, 2003 by The
Hartford Mutual Funds, Inc. which is a registered investment company under
the Investment Company Act of 1940. According to the Schedule 13G, the
Hartford Mutual Funds, Inc. has shared voting power and shared dispositive
power with respect to 1,310,000 shares and sole voting power and sole
dispositive power with respect to no shares. The principal business
office of The Hartford Mutual Funds, Inc. to 200 Hopmeadow Street,
Simsbury, Connecticut 06089.-10-5.
    
    Information is based in part on Schedule 13G filed on January 31, 2003 by
ICM Asset Management, Inc. (ICM), which specified the holdings of ICM, a
registered investment advisor. The principal office for ICM is W. 601
Main Avenue, Suite 600, Spokane, Washington 99201-0613. The Schedule 13G
reports 1,126,350 shares having shared dispositive power, 600,990 shares
having shared voting power, and no share with sole dispositive power or
sole voting power (as adjusted for the 1-for-10 reverse stock split).
According to ICMs Schedule 13F for the quarter ended September 30, 2003,
ICMs holdings had increased to 1,510,660 shares.6.
    
    Information is based on Schedule 13G filed on June 23, 2003. The
principal business office of Dominique Bellanger is BNP Private Equity, 32
Blvd Haussmann, 75009 Paris, France. The principal business office of
Steven Harter is Three Riverway, Suite 1430, Houston, Texas 77056. The
principal business office of William B. Bunting is One Montgomery Street,
37th Floor, San Francisco, CA 94104. Dominique Bellanger may be deemed to
be the beneficial owner of 949,433 shares of the Common Stock. Steve
Harter may be deemed to be the beneficial owner of 949,433 shares of the
Common Stock. William B. Bunting may be deemed to be the beneficial owner
of 949,433 shares of the Common Stock. In connection with the
transactions contemplated by that certain Agreement and Plan of Merger,
dated as of December 19, 2002 (the Hostcentric Merger Agreement), by and
among the Company, Bobcat Acquisition Corporation, a Delaware corporation
and wholly owned subsidiary of the Company, Hostcentric, Inc., a Delaware
corporation, and William B. Bunting, Steve Harter and Dominique Bellanger,
as the Stockholders Representatives, 949,433 shares of Common Stock were
deposited into escrow (the Escrow Account) on the closing date in
accordance with that certain Escrow Agreement, dated as of June 13, 2003,
by and among the Company, William B. Bunting, Steve Harter and Dominique
Bellanger, as the Stockholders Representatives, and SunTrust Bank, as the
Escrow Agent, as security for the indemnification obligations described in
the Hostcentric Merger Agreement. The Stockholders Representatives,
acting by majority vote, are exclusively authorized after the closing date
to take such action as the Stockholders Representatives, acting in their
sole discretion, deem necessary, appropriate or convenient to perform the
actions contemplated by the Hostcentric Merger Agreement and any other
action reasonably related thereto. Reference is hereby made to the
Hostcentric Merger Agreement which has previously been filed by Interland,
Inc. as Annex A to the Form S-4/A (Reg. No. 333-104612) filed on May 20,
2003 and the Hostcentric Merger Agreement is incorporated herein by
reference.7.
    
    Includes 269,245 shares subject to options held by Mr. Kocher that are
exercisable within 60 days of November 30, 2003.8.
    
    Includes 84,850 shares beneficially owned by Mr. Slezak and 2,604 shares
subject to options held by Mr. Slezak that are exercisable within 60 days
of November 30, 2003.9.
    
    Represents 72,176 shares subject to options held by Mr. Ferrales that are
exercisable within 60 days of November 30, 2003.10.
    
    Includes 21,600 shares beneficially owned by Mr. Lee as well as 7,674
shares subject to options held by Mr. Lee that are exercisable within 60
days of November 30, 2003.11.
    
    Represents 21,900 shares subject to options held by Mr. Shulman that are
exercisable within 60 days of November 30 2003.12.
    
    Includes 1,200 shares owned by Mr. Balousek, 10,000 shares held by a
partnership controlled by Mr. Balousek, and 11,900 shares subject to
options held by Mr. Balousek that are exercisable within 60 days of
November 30, 2003.13.
    
    Represents 3,000 shares subject to options held by Mr. Shapiro that are
exercisable within 60 days of November 30 2003.14.
    
    Represents 2,000 shares subject to options held by Dr. Crecine that are
exercisable within 60 days of November 30, 2003.15.
    
    Includes 8,750 shares subject to options held by Mr. Bulens that are
exercisable within 60 days of November 30 2003.16.
    
    Includes 9,844 shares subject to options held by Ms. Bova that are
exercisable within 60 days of November 30 2003.17.
    
    Includes 414,133 shares
subject to options held by all current
directors and executive officers as a group (11 persons) that are
exercisable within 60 days of November 30, 2003 and 146,795 shares
beneficially owned by all current directors and officers as a group.Item 13. Certain Relationships and Related TransactionsDuring the second quarter of the Companys fiscal year ending August 31,
2002, the Micron Technology Foundation, which beneficially owned approximately
43% of the Companys common stock, sold all of its shares of the Companys
common stock to the Company and third parties. In connection with such
transaction, the Company repurchased and retired approximately 580,000 shares
of Company common stock formerly owned by the Foundation at an aggregate cost
of $7.3 million. The third-party purchasers included Robert T. Slezak, a
member of the Companys board of directors, who purchased 80,000 shares; Joel
J. Kocher, then the Companys Chairman and Chief Executive Officer, who
purchased 20,000 shares; Robert C. Lee, a member of the Companys board of
directors, who purchased 20,000 shares; and John B. Balousek, a member of the
Companys board of directors, who purchased 10,000 shares. All the purchasers
agreed to certain contractual limitations on resale, the last of which expired
on December 31, 2002.On January 3, 2003, Interland acquired by merger Trellix Corporation, a
privately held developer of software-based Web site solutions. Donald Bulens
was the President, CEO and a stockholder of Trellix prior to the acquisition.
Initially, the estimated aggregate purchase price was approximately $12.2
million, however, based on Trellixs financial position on the date of close
and a contractual working capital adjustment contained in the merger agreement,
the actual aggregate purchase price was approximately $11.6 million consisting
of $3.2 million in cash, 300,000 shares of Interland stock, and 600,000
warrants to purchase shares of Interland stock at a price of $50.00 per
warrant. In connection with the acquisition, Mr. Bulens

-11-received a $285,000 bonus and entered into the employment agreement described
above at Employment Arrangements. In addition upon the closing of the merger
with Trellix, Mr. Bulens was appointed to serve as Stockholder Representative
and as representative and attorney-in-fact and agent to act in the name, place
and stead of each of the former Trellix stockholders including, without
limitation, to act, to give and receive notices and communications on behalf of
the Participating Stockholders, and to administer the indemnification
obligations of those stockholder, and to take all actions necessary or
appropriate in the judgment of the Stockholder Representative for the
accomplishment of the foregoing. The Company currently has a dispute with the
former Trellix stockholders, and Mr. Bulens as the Stockholder Representative,
regarding additional payments and indemnification obligations under the Trellix
acquisition agreements.Item 14. Principal Accounting Fees and Services.Fees Paid to Independent Public Accountants in Fiscal 2002 and 2003During fiscal 2002 and 2003, the Company incurred the following fees for
services performed by PricewaterhouseCoopers LLP:Fiscal 2003
    
    Fiscal 2002Audit Fees
    
    $
    580,477
    
    
    $
    587,839Audit Related Fees
    
    
    78,460
    
    
    
    87,091Tax Fees1
    
    
    0
    
    
    
    112,136All Other Fees2
    
    
    578,520
    
    
    
    622,642

(1)
    
    Tax fees for 2002 consist of tax consulting services.(2)
    
    Other services included in (i) fiscal 2003, consulting on billing systems
($543,308) and litigation support ($35,212), and (ii) fiscal 2002, consulting
on billing systems ($125,000), consulting on customer care strategy
($390,000) and consulting on business processes ($107,642).All
of the services described above were approved by the Companys audit
committee. The audit committee has determined that the payments made to its
independent accountants for these services are compatible with maintaining such auditors independence.All services performed by the independent accountants are approved by the Audit
Committee of the Board of Directors prior to performance. The Chairman of the
Audit Committee has been delegated the authority by the Committee to
pre-approve the engagement of the independent accountants when the entire
Committee is unable to do so. The Chairman must report all such pre-approvals
to the entire Audit Committee at the next committee meeting.-12-PART IVITEM 15. Exhibits, Financial Statement Schedules, And Reports On Form 8-K(a)     List of documents filed as part of this Report1.
       
       Financial Statements.Consolidated Financial Statements:Consolidated Statements of Operations for the Fiscal Years Ended August
31, 2003, 2002, and 2001Consolidated Balance Sheets as of August 31, 2003 and 2002Consolidated Statements of Shareholders Equity for the Fiscal Years
Ended August 31, 2003, 2002, and 2001Consolidated Statements of Cash Flows for the Fiscal Years Ended
August 31, 2003, 2002, and 2001Notes to Consolidated Financial StatementsQuarterly Financial Information (Unaudited)Report of Independent Accountants2.
       
       Financial Statement Schedule.II  Valuation and Qualifying AccountsAll other Schedules are omitted since the required information is not
present or is not present in amounts sufficient to require submission of the
Schedules, or because the information required is included in the financial
statements and notes thereto.3. The following documents are filed as exhibits to this Annual Report on
Form 10-K:FILEDPREVIOUSLYON FORM
    
    FILEDINCORPORATED BY REFERENCE
    
    10-K
    
    HEREWITHExhibit
    
    Description
    
    Form
    
    Date
    
    Number
    
    Registrant*2.01
    
    
    Agreement of 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.
    
    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
    
    8-K
    
    4/10/01
    
    
    2.01
    
    
    INLD



-13-FILEDPREVIOUSLYON FORM
    
    FILEDINCORPORATED BY REFERENCE
    
    10-K
    
    HEREWITHExhibit
    
    Description
    
    Form
    
    Date
    
    Number
    
    Registrant*Corporation and
Interland, Inc., a Georgia
corporation (Interland-Georgia)2.05
    
    
    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
    
    
    INLD2.08
    (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)
    
    INLD2.09
    (1)
    
    Agreement and Plan of Merger
dated as of December 19, 2002 by
and among Interland, Inc., Bobcat
Acquisition Corporation,
Hostcentric, Inc. and William
Bunting, Steve 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
    
    
    INLD3.01
    
    
    Unofficial Restated Articles of
Incorporation of Registrant (as
amended through April 24, 2002)
    
    10-Q
    
    5/31/02
    
    
    3.01
    
    
    INLD



-14-FILEDPREVIOUSLYON FORM
    
    FILEDINCORPORATED BY REFERENCE
    
    10-K
    
    HEREWITHExhibit
    
    Description
    
    Form
    
    Date
    
    Number
    
    Registrant*3.01
    (b)
    
    Articles of Amendment to Articles
of Incorporation of Registrant
    
    10-K
    
    11/26/03
    
    
    3.01
    (b)
    
    INLD
    
    X3.02
    
    
    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.
    
    2-3
    
    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
    
    
    INLD10.35(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)
    
    INLD


-15-FILEDPREVIOUSLYON FORM
    
    FILEDINCORPORATED BY REFERENCE
    
    10-K
    
    HEREWITHExhibit
    
    Description
    
    Form
    
    Date
    
    Number
    
    Registrant*10.36(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
    
    10-K
    
    8/31/01
    
    
    10.36
    
    
    INLD10.36(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
    
    
    INLD10.39+
    
    
    Form of Six-Month Termination
Agreements for certain officers
of the Registrant
    
    10-K
    
    8/31/95
    
    
    10.39
    
    
    INLD10.42
    
    
    Amended and Restated Component
Recovery Agreement, dated
effective September 2, 1999,
between the Registrant and MTI
    
    8-K
    
    9/10.99
    
    
    10.42
    
    
    INLD10.44+
    
    
    Form of Twelve-Month Termination
Agreements for certain officers
of the Registrant
    
    10-K
    
    8/28/97
    
    
    10.44
    
    
    INLD10.45+
    
    
    Form of Two-Year Termination
Agreements for certain officers
of the Registrant
    
    10-K
    
    8/28/97
    
    
    10.45
    
    
    INLD10.47+
    
    
    Form of Employment and
Non-compete Agreement, with
12-month termination provision,
for certain officers of the
Registrant
    
    10-Q
    
    2/26/98
    
    
    10.47
    
    
    INLD10.48+
    
    
    Form of Employment and
Non-compete Agreement, with
6-month termination provision,
for certain officers of the
Registrant
    
    10-Q
    
    2/26/98
    
    
    10.48
    
    
    INLD10.52+
    
    
    Employment Offer, dated January
10, 1998, to Joel J. Kocher
    
    10-Q
    
    2/26/98
    
    
    10.52
    
    
    INLD10.56+
    
    
    Form of Employment, Severance and
Non-compete Agreement for Certain
Officers of the Registrant
    
    10-K
    
    9/3/98
    
    
    10.56
    
    
    INLD10.58+
    
    
    The Registrants Executive
Incentive Plan, as amended
    
    10-Q
    
    12/2/99
    
    
    10.58
    
    
    INLD


-16-FILEDPREVIOUSLYON FORM
    
    FILEDINCORPORATED BY REFERENCE
    
    10-K
    
    HEREWITHExhibit
    
    Description
    
    Form
    
    Date
    
    Number
    
    Registrant*10.65
    
    
    Executive Sales Representative
Agreement effective September 2,
1999, between the Registrant and
Micron Semiconductor Products,
Inc.
    
    8-K
    
    9/10/99
    
    
    10.65
    
    
    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)
    
    INLD10.76
    
    
    Amendment Number 1 to Amended and
Restated Component Recovery
Agreement, dated November 16,
2000, between the Registrant and
MTI
    
    10-Q
    
    11/30/00
    
    
    10.76
    
    
    INLD10.77
    
    
    Commercial Lease, dated March 22,
2001, between MTI and the
Registrant
    
    8-K
    
    4/10/01
    
    
    99.01
    
    
    INLD10.78
    
    
    Commercial Sublease, dated March
22, 2001, between MTI and the
Registrant
    
    8-K
    
    4/10/01
    
    
    99.02
    
    
    INLD



-17-FILEDPREVIOUSLYON FORM
    
    FILEDINCORPORATED BY REFERENCE
    
    10-K
    
    HEREWITHExhibit
    
    Description
    
    Form
    
    Date
    
    Number
    
    Registrant*10.79+
    
    
    The Registrants Severance Plan
for Employees  2001 Amendment
and Restatement
    
    10-Q
    
    3/1/01
    
    
    10.79
    
    
    INLD10.80+
    
    
    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
Kocher
    
    10-Q
    
    3/1/01
    
    
    10.81
    
    
    INLD10.82+
    
    
    Retention Agreement between the
Registrant and Mike Adkins, dated
as of December 1, 2000
    
    10-Q
    
    3/1/01
    
    
    10.82
    
    
    INLD10.83+
    
    
    Retention Agreement between the
Registrant and Steve Arnold,
dated as of December 1, 2000
    
    10-Q
    
    3/1/01
    
    
    10.83
    
    
    INLD10.84+
    
    
    Retention Agreement between the
Registrant and Sid Ferrales,
dated as of December 1, 2000
    
    10-Q
    
    3/1/01
    
    
    10.84
    
    
    INLD10.85+
    
    
    Retention Agreement between the
Registrant and Lyle Jordan, dated
as of December 1, 2000
    
    10-Q
    
    3/1/01
    
    
    10.85
    
    
    INLD10.86+
    
    
    Retention Agreement between the
Registrant and Jim Stewart, dated
as of December 1, 2000
    
    10-Q
    
    3/1/01
    
    
    10.86
    
    
    INLD10.87+
    
    
    Amended Retention Agreement
between the Registrant and Steve
Arnold, dated as of April 7, 2001
    
    10-Q
    
    5/31/01
    
    
    10.87
    
    
    INLD10.88+
    
    
    Retention Agreement between the
Registrant and Jeff Moeser, dated
as of February 23, 2001
    
    8-K
    
    5/31/01
    
    
    10.88
    
    
    INLD10.89
    
    
    MTI Shareholder Agreement dated
as of March 22, 2001 between the
Registrant and MTI
    
    10-Q
    
    4/10/01
    
    
    2.01
    
    
    INLD10.91
    
    
    Operating lease for property
located at 3250 Wilshire Blvd.,
Los Angeles, California, dated as
of March 16, 1998
    
    10-Q
    
    5/31/01
    
    
    10.90
    
    
    INLD10.92
    
    
    Operating lease for property
located at 3250 Wilshire Blvd.,
Los Angeles, California, dated as
of March 19, 1999
    
    10-Q
    
    5/3/01
    
    
    10.91
    
    
    INLD


-18-FILEDPREVIOUSLYON FORM
    
    FILEDINCORPORATED BY REFERENCE
    
    10-K
    
    HEREWITHExhibit
    
    Description
    
    Form
    
    Date
    
    Number
    
    Registrant*10.93
    
    
    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
    
    
    INLD10.95(a)+
    
    
    Employment Agreement dated
December 2, 1999 between the
Company and Ken Gavranovic, as
amended
    
    S-1/A
    
    6/26/00
    
    
    10.6
    
    
    INLD10.95(b)+
    
    
    Employment Agreement Assumption
and Amendment dated March 22,
2001 between the Registrant and
Ken Gavranovic, as amended
    
    10-K
    
    8/31/01
    
    
    10.95
    (b)
    
    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)
    
    INLD10.97+
    
    
    Promissory Note of Ken Gavranovic
in favor of Interland-Georgia
dated December 10, 1998
    
    S-1/A
    
    5/18/00
    
    
    10.15
    
    
    ILND10.98+
    
    
    Promissory Note of Ken Gavranovic
in favor of Interland-Georgia
dated May 14, 1999
    
    S-1/A
    
    5/18/00
    
    
    10.17
    
    
    ILND10.99+
    
    
    Stock Pledge Agreement between
Interland-Georgia and Ken
Gavranovic dated May 14, 1999
    
    S-1/A
    
    5/18/00
    
    
    10.19
    
    
    ILND10.100
    (a)
    
    Agreement of Lease between
Interland-Georgia and 34
Peachtree Associates, L.P. dated
November 19, 1997
    
    S-1/A
    
    5/18/00
    
    
    10.21
    (a)
    
    ILND



-19-FILEDPREVIOUSLYON FORM
    
    FILEDINCORPORATED BY REFERENCE
    
    10-K
    
    HEREWITHExhibit
    
    Description
    
    Form
    
    Date
    
    Number
    
    Registrant*10.100
    (b)
    
    First Amendment to Agreement of
Lease between Interland-Georgia
and TCB #4, L.L.C. (f/k/a 34
Peachtree Associates, L.P.) dated
July 6, 1998
    
    S-1/A
    
    5/18/00
    
    
    10.21
    (b)
    
    ILND10.100
    (c)
    
    Second Amendment to Agreement of
Lease between Interland-Georgia
and TCB #4, L.L.C. (f/k/a 34
Peachtree Associates, L.P.) dated
September 15, 1999
    
    S-1/A
    
    5/18/00
    
    
    10.21
    (c)
    
    ILND10.101
    (a)
    
    Amended and Restated Lease
    
    S-1/A
    
    5/18/00
    
    
    10.22
    (a)
    
    ILNDAgreement between
Interland-Georgia and 101 Marietta Street Associated dated
September 29, 199910.101
    (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)
    
    ILND10.102+
    
    
    Employment Agreement dated April
1, 2000 between Interland-Georgia
and Mark K. Alexander
    
    S-1/A
    
    5/18/00
    
    
    10.23
    
    
    ILND10.103+
    
    
    Employment Agreement dated
February 15, 2000 between
Interland-Georgia and Robert
Malally
    
    S-1/A
    
    6/9/00
    
    
    10.24
    
    
    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
    
    8/3/10
    
    
    110.105
    
    
    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


-20-FILEDPREVIOUSLYON FORM
    
    FILEDINCORPORATED BY REFERENCE
    
    10-K
    
    HEREWITHExhibit
    
    Description
    
    Form
    
    Date
    
    Number
    
    Registrant*10.108(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
    
    
    INLD10.111
    
    
    Stock Repurchase Agreement dated
as of November 12, 2001 by and
between Ken Gavanovic and
Interland, Inc.
    
    10-Q
    
    5/31/02
    
    
    10.111
    
    
    INLD10.112
    
    
    Amendment to Stock Rights
Agreement dated as of March 28,
2002 by and among
    
    10-Q
    
    5/31/02
    
    
    10.112
    
    
    INLD10.113
    
    
    Promissory Note in the principal
amount of $5,370,006 dated July
20, 2001 in favor of U.S. Bank
National Association
    
    10-K
    
    8/31/02
    
    
    10.113
    
    
    INLD10.114
    
    
    Credit Agreement dated July 20,
2001 between Micron Electronics,
Inc. and HostPro, Inc., as
Borrowers, and U.S. Bank National
Association, as Lender
    
    10-K
    
    8/31/02
    
    
    10.114
    
    
    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, Steve
Harter, and Dominique Bellanger,
and SunTrust Bank, a Georgia
banking corporation (the Escrow
Agent)
    
    10-Q
    
    5/31/03
    
    
    10.1
    
    
    INLD


-21-FILEDPREVIOUSLYON FORM
    
    FILEDINCORPORATED BY REFERENCE
    
    10-K
    
    HEREWITHExhibit
    
    Description
    
    Form
    
    Date
    
    Number
    
    Registrant*10.117
    
    
    Employment Agreement dated as of
January 3, 2003 by and between
Interland, Inc. and Don Bulens
    
    
    
    
    
    
    
    
    
    
    
    
    
    X10.118
    
    
    Employment Agreement dated as of
January 13, 2003 by and between
Interland and William Jones
    
    
    
    
    
    
    
    
    
    
    
    
    
    X10.119
    
    
    Employment Agreement dated as of
August 5, 2002 by and between
Interland and Tiffani D. Bova
    
    
    
    
    
    
    
    
    
    
    
    
    
    X10.120+
    
    
    Interland, Inc. 2002 Equity
Incentive Plan
    
    S-8
    
    10/03/03
    
    
    4.01
    
    
    INLD14.00
    
    
    Code of Ethics
    
    10-K
    
    11/26/03
    
    
    14.00
    
    
    INLD
    
    X21.01
    
    
    Subsidiaries of the Registrant
    
    
    
    
    
    
    
    
    
    
    
    
    
    X23.01
    
    
    Consent of Independent Accountants
    
    10-K
    
    11/26/03
    
    
    23.01
    
    
    INLD
    
    X24.01
    
    
    Power of Attorney
    
    10-K
    
    11/26/03
    
    
    24.01
    
    
    INLD
    
    X31.1
    
    
    Certification of Chief Executive
Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    X31.2
    
    
    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
Certification of Chief Financial
Officer under Section 906 of the
    
    
    
    
    
    
    
    
    
    
    
    
    
    X32.1
    
    
    Certification of Chief Executive
Officer under Section 906 of the
Sarbanes-Oxley Act of 2002
Certification of Chief Financial
Officer under Section 906 of the
    
    
    
    
    
    
    
    
    
    
    
    
    
    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.-22-(2)
    
    The Company has requested confidential treatment for portions of this
exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.(b)
    
    Reports on Form 8-KOn June 13, 2003, the Company filed a Form 8-K regarding the closing of
its acquisition of HostCentric, Inc.On June 27, 2003, the Company filed a Form 8-K with a press release
regarding its financial results for the third quarter.On July 1, 2003, the Company filed a Form 8-K with a press release
regarding its financial results for the third quarter.On July 28, 2003, the Company filed a Form 8-K with a press release
regarding its 1-for-10 reverse stock split.-23-SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.INTERLAND, INC.Date: December 29, 2003
    
    /s/ Allen L. ShulmanBy: Allen L. Shulman
Senior Vice President, General Counsel and Chief
Financial Officer




Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.Signature
    
    Title
    
    Date/s/Joel J. Kocher

Joel J. Kocher
    
    Chairman of the Board,
President and Chief
Executive Officer
(principal executive
officer)
    
    December 29, 2003/s/Allen L. Shulman

Allen L. Shulman
    
    Senior Vice President,
Chief Financial Officer
and General Counsel
(principal financial officer)
    
    December 29, 2003/s/Gonzalo Troncoso

Gonzalo Troncoso
    
    Area Vice President and
Controller (principal
accounting officer)
    
    December 29, 2003*

John B. Balousek
    
    Director
    
    December 29, 2003*

Dr. John Patrick Crecine
    
    Director
    
    December 29, 2003*

Robert Lee
    
    Director
    
    December 29, 2003*

Edward L. Shapiro
    
    Director
    
    December 29, 2003*

Robert T. Slezak
    
    Director
    
    December 29, 2003By: /s/ Allen L. Shulman

Allen L. Shulman
Attorney-in-Fact



-24-