Exhibit 10.1


    
      

    


    Exhibit
      10.1

    


    FORM
      OF

    INTERNAP
      NETWORK SERVICES CORPORATION

    AMENDED
      AND RESTATED 2005 INCENTIVE STOCK PLAN

    


    STOCK
      GRANT CERTIFICATE


    


    Pursuant
      to the Notice of Grant of Award and Award Agreement (“Grant Notice”) and this
      Stock Grant Certificate (collectively, the “Award”) and in consideration of your
      past services, Internap Network Services Corporation (the “Company”) has awarded
      you a Stock Grant under its Amended and Restated 2005 Incentive Stock Plan
      (the
“Plan”) for the number of shares of the Company’s Common Stock subject to the
      Award as indicated in the Grant Notice. Defined terms not explicitly defined
      in
      this Stock Grant Certificate but defined in the Plan shall have the same
      definitions as in the Plan.

     

    The
      details of your Award are as follows:

     

    
      1.         
        VESTING.
        Subject
        to the limitations contained herein, your Award shall vest as provided in
        the
        Grant Notice, provided that vesting shall cease upon the termination of your
        status as an Eligible Employee or a Director.

    

     

    
      2.         
        NUMBER
        OF SHARES OF STOCK. The
        number of shares of Stock subject to your Award may be adjusted from time
        to
        time as provided in Section 13 of the Plan.

    

     

    
      3.         
        SECURITIES
        LAW COMPLIANCE. You
        may
        not be issued any shares under your Award unless the shares are either
        (i) then registered under the Securities Act of 1933, as amended (the
“Securities Act”), or (ii) the Company has determined that such issuance
        would be exempt from the registration requirements of the Securities Act.
        Your
        Award must also comply with other applicable laws and regulations governing
        the
        Award, and you shall not receive such shares if the Company determines that
        such
        receipt would not be in material compliance with such laws and
        regulations.

    

     

    4.  
RIGHT
      OF REACQUISITION. The
      Company shall have a right to reacquire (“Reacquisition Right”) all or any part
      of the shares you received pursuant to your Award that have not as yet vested
      in
      accordance with the Vesting Schedule on the Grant Notice (“Unvested Shares”) on
      the following terms and conditions:

     

    (a)  The
      Company, shall simultaneously with termination of your status as an Eligible
      Employee or a Director automatically reacquire for no consideration all of
      the
      Unvested Shares, unless the Company agrees to waive its reacquisition right
      as
      to some or all of the Unvested Shares. Any such waiver shall be exercised by
      the
      Company by written notice to you or your representative within ninety
      (90) days after the termination of your status as an Eligible Employee or a
      Director, and the Company may then release to you the number of Unvested Shares
      not being reacquired by the Company. If the Company does not waive its
      reacquisition right as to all of the Unvested Shares, then upon such termination
      of your status as an Eligible Employee or a Director, the Company shall retain,
      pursuant to the Assignment form, the number of shares the Company is
      reacquiring.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  The
      Company initially shall have the right to reacquire Unvested Shares for no
      monetary consideration (that is, for $0.00); provided, however, that the
      Company’s right to reacquire Unvested shares for no monetary consideration shall
      lapse at the vesting rate set forth in the Grant Notice.

     

    (c)  The
      shares issued under your Award shall be held by the Company on your behalf.
      You
      agree to execute two (2) Assignment forms (with date and number of shares
      blank) substantially in the form attached to the Grant Notice as
      Attachment III and deliver the same for use by the Company pursuant to the
      terms of this section.

     

    (d)  Subject
      to the provisions of your Award, you shall, during the term of your Award,
      exercise all rights and privileges of a stockholder of the Company with respect
      to the shares held by the Company on your behalf. You shall be deemed to be
      the
      holder of the shares for purposes of receiving any dividends which may be paid
      with respect to such shares and for purposes of exercising any voting rights
      relating to such shares, even if some or all of such shares have not yet vested
      and been released from the Company’s Reacquisition Right.

     

    (e)  If,
      from
      time to time, there is any stock dividend, stock split or other change in the
      character or amount of any of the outstanding stock of the corporation the
      stock
      of which is subject to the provisions of your Award, then in such event any
      and
      all new, substituted or additional securities to which you are entitled by
      reason of your ownership of the shares acquired under your Award shall be
      immediately subject to the Reacquisition Right with the same force and effect
      as
      the shares subject to this Reacquisition Right immediately before such
      event.

     

    5.  
RESTRICTIVE
      LEGENDS.
      The
      shares issued under your Award shall be endorsed with appropriate legends
      determined by the Company.

     

    6.  
AWARD
      NOT A SERVICE CONTRACT.
      Your
      Award is not an employment or service contract, and nothing in your Award shall
      be deemed to create in any way whatsoever any obligation on your part to
      continue in the employ of the Company or an Affiliate, or on the part of the
      Company or an Affiliate to continue your employment. In addition, nothing in
      your Award shall obligate the Company or an Affiliate, their respective
      stockholders, boards of directors, Officers or Employees to continue any
      relationship that you might have as a Director of the Company or an
      Affiliate.

     

    7.  
WITHHOLDING
      OBLIGATIONS. 

     

    (a)      
      If you become subject to withholding under applicable tax laws,
      you
      hereby agree to pay the amount required to be withheld by one or more of the
      following methods: 

    


    (i)  by
      cash
      or check payment; 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii)    
      if the shares issued under this Award have vested, by instructing
      the holding person (holding person is defined as the party who is holding the
      Unvested Shares issued under the Award) to sell that number of shares having
      a
      Fair Market Value equal to the amount required to be withheld and to deliver
      the
      proceeds thereof to the Company; or

    


    (iii)   
      by such other methods as the Company may make available from time to
      time.


    


    (b)     
      Your satisfaction of the Company's withholding tax obligations shall be a
      condition precedent of the vesting of any Shares. Satisfaction of the Company's
      tax withholding obligations for purposes of (a)(ii) above shall mean the
      completion and submission to the designated person of those forms as shall
      be
      required by the Company or the holding person to sell the shares upon the
      receipt by the Company or its agent of such forms. Unless the tax withholding
      obligations of the Company and/or any Affiliate are satisfied, the Company
      shall
      have no obligation to issue a certificate for such shares or release such shares
      from any escrow provided for herein. 

     

    8.  
NOTICES.
      Any
      notices provided for in your Award or the Plan shall be given in writing and
      shall be deemed effectively given upon receipt or, in the case of notices
      delivered by the Company to you, five (5) days after deposit in the United
      States mail, postage prepaid, addressed to you at the last address you provided
      to the Company.

     

    9.  
MISCELLANEOUS.
      

     

    (a)  The
      rights and obligations of the Company under your Award shall be transferable
      to
      any one or more persons or entities, and all covenants and agreements hereunder
      shall inure to the benefit of, and be enforceable by the Company’s successors
      and assigns. Your rights and obligations under your Award may only be assigned
      with the prior written consent of the Company.

     

    (b)  You
      agree
      upon request to execute any further documents or instruments necessary or
      desirable in the sole determination of the Company to carry out the purposes
      or
      intent of your Award.

     

    (c)  You
      acknowledge and agree that you have reviewed your Award in its entirety, have
      had an opportunity to obtain the advice of counsel prior to executing and
      accepting your Award and fully understand all provisions of your
      Award.

     

    (d)  You
      agree
      that you will abide with and comply with all insider trading restrictions and
      policies of the Company as now or hereafter provided with respect to the shares
      you receive under your Award.

     

    10.  
        GOVERNING
      PLAN DOCUMENT.
      Your
      Award is subject to all the provisions of the Plan, the provisions of which
      are
      hereby made a part of your Award, and is further subject to all interpretations,
      amendments, rules and regulations which may from time to time be promulgated
      and
      adopted pursuant to the Plan. In the event of any conflict between the
      provisions of your Award and those of the Plan, the provisions of the Plan
      shall
      control.