ex10-1.htm


    
      

    

    Exhibit 10.1

     

    


    

     

     

     

    2009 Short Term Incentive
Plan (STIP)

     

    


     

    August
2009

     

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Internap Network Services
Corporation (the “Corporation”)

    2009 Short Term Incentive
Plan (the “2009 Plan”)

    


    The
purpose of the 2009 Plan is to:

    


    
      
        	 
      	
                §

              	
                Focus
      participants’ actions on the achievement of annual revenue growth, cash
      flow, customer service and profitability goals;

              
	 
      	
                §

              	
                Align
      participants’ actions with the accomplishment of key operational
      goals;

              
	 
      	
                §

              	
                Encourage
      and reward individuals for the achievement of specific personal and/or
      business unit objectives in support of the Corporation’s key annual
      objectives; and

              
	 
      	
                §

              	
                Maintain
      a competitive range of incentive compensation
    opportunities.

              


      

    

    


    The 2009
Plan supersedes and cancels all previous stand-alone short-term incentive plans
but does not supersede the Corporation’s Employment Security Plan or any terms
thereof.  It takes effect on January 1, 2009 and will expire on
December 31, 2009.

     

    Participation

    


    All Full
Time exempt and eligible non-exempt employees of the Corporation are entitled to
participate in the 2009 Plan.

    


    Participation
method differs among these groups.

    


    Employees
joining the Company after January 1, 2009 may be eligible to receive a pro-rated
bonus based on service date and performance.

    


    Key
Terms and Definitions

    


    Base
Salary is defined as annualized regular salary excluding any bonuses,
incentives, or allowances.

    


    Bonus
Elements are defined as the corporate and personal/business unit objectives
which comprise the individualized targets for the exempt, eligible
positions.  The corporate components are revenue, EBITDA and cash
flow.  The personal/business unit objectives are individualized for
each participant.

    


    Participation
Levels and Split between Corporate and Personal/Business Unit
Objectives

    


    The table
below identifies the target incentives as a percentage of base salary and the
split between corporate and personal/business unit objectives.

    


    
      
        
          
            	
                    STI Participation Level

                  	
                    Target Incentive

                    %

                  	
                    Corporate Objectives

                  	
                    Personal/BU Objectives

                  
	
                    Section
      16 Officer

                  	
                    Up
      to 100%

                  	
                    70

                  	
                    30

                  
	
                    Vice
      Presidents

                  	
                    Up
      to 50%,

                  	
                    70

                  	
                    30

                  
	
                    Directors
      and below

                  	
                    Up
      to 25%

                  	
                    50

                  	
                    50

                  
	
                    Non-exempt

                  	
                    Up
      to 10%

                  	
                    Discretionary

                  	
                    Discretionary

                  


          

        

      

    

    


    Form
of Awards

    


    All
awards granted pursuant to this 2009 Plan shall be paid in cash (local
currency).  

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    The
Compensation Committee retains the discretion to determine payment relative to
corporate objectives for all participants and the personal/business unit
objectives established for participants at the Vice President level and above,
after consideration of any recommendation by the Chief Executive
Officer.

    


    Payment
of the personal/business unit component for exempt employees below the Vice
President level is based on management’s assessment of the level of achievement
relative to their specific, measurable, pre-defined objectives.

    


    Payment
of the personal/business unit component for non-exempt employees is based on
management’s discretionary evaluation of individual performance.

     

    Termination
of Employment

     

    If a
participant is no longer an employee for whatever reason (other than death or
disability), on the date awards from the 2009 Plan are paid, the participant
shall forfeit all rights to any payments under the 2009 Plan.  Awards
from the 2009 Plan are not earned until they are paid.  In no event will
payments from the 2009 Plan be accelerated.

    


    In the
event of termination due to either death or disability, the Compensation
Committee of the Board of Directors may at its discretion determine whether any
payment will be made to the participant under the 2009 Plan.

    


    Timing
of Payment

    


    If the
Compensation Committee determines to pay an award, the Corporation will make any
such payment no later than March 15, 2010.

    


    Recoupment
of Payment

    


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

    


    Plan
Termination

    


    The
Compensation Committee may amend, modify, terminate or suspend operation of the
2009 Plan at any time. Notice of any such changes will be communicated to Plan
participants.

    


    Administration

    


    The Human
Resources department shall administer the 2009 Plan.

    


    Disputes

    


    All
disputes associated with interpretation of the 2009 Plan or payments hereunder
shall be submitted to the Vice President of Human Resources for
resolution.

    


    NOTHING IN THIS 2009 PLAN
SHALL ACT AS A GUARANTEE, OR CONTRACT OF EMPLOYMENT OR CONTINUED PARTICIPATION
IN THE 2009 PLAN, NOR SHALL IT ACT AS A GUARANTEE OF PAYMENT FROM THE 2009
PLAN.