8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

March 20, 2008

Internap Network Services Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-27265	91-2145721
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

250 Williams Street, Atlanta, GA	30303
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (404) 302-9700

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 20, 2008, the Board of Directors (the “Board”) of Internap Network Services Corporation (the “Company”) took the following actions:

2008 Executive Bonus Award Incentive Plan

The Board adopted the 2008 Executive Bonus Award Incentive Plan (the “2008 Plan”). 

Under the 2008 Plan, named executive officers and other key contributors are eligible for the award of a cash bonus after the Company’s 2008 fiscal year end.

The cash bonus of each named executive officer is determined according to a formula with a target award level expressed as a percentage of salary. Each participant is eligible for three awards based on the following goals: (1) achievement of revenue goals, which comprises 25% of the potential award; (2) achievement of EBITDA goals, which comprises 50% of the potential award; and (3) achievement of individual goals, which comprises 25% of the potential award.

The Company must achieve a threshold of financial performance established by the Board in order for a participant to receive any of the three awards. In addition, a participant must achieve at least a certain performance rating in order to receive any of the three awards.

A copy of the 2008 Plan is attached as Exhibit 10.1 to this Current Report on Form 8-K. This summary description of the 2008 Plan does not purport to be complete and is qualified in its entirety by reference to the 2008 Plan, which is hereby incorporated herein by reference.

2008 Long-Term Incentive Plan

Upon recommendation of the Board’s Compensation Committee, the Board approved the award of cash bonuses in recognition of performance in 2006 to certain executive officers listed in the following table in the amount set forth opposite such officer’s name.

The Board adopted the 2008 Long-Term Incentive Plan (the “2008 LTIP”). 

Under the 2008 LTIP, named executive officers and other key contributors are eligible for the award of restricted common stock.  Half of each award shall be time-based and half shall be performance-based. The time-based portion shall vest in 16 equal quarterly installments.  The performance-based portion shall vest in increments of one-third beginning on the first anniversary of the grant date if the Company achieves revenue and EBITDA levels established by the Board.

A copy of the 2008 LTIP is attached as Exhibit 10.2 to this Current Report on Form 8-K. This summary description of the 2008 LTIP does not purport to be complete and is qualified in its entirety by reference to the 2008 LTIP, which is hereby incorporated herein by reference.

Awards Pursuant to the 2008 LTIP

The Board authorized awards pursuant to the 2008 LTIP as follows:

Name and Title	Total Shares of Restricted Common Stock	Time-Based	Performance-Based
James DeBlasio, President and Chief Operating Officer	149,776	74,888	74,888
Vince Molinaro, Chief Operating Officer	69,771	34,886	34,886
Richard Dobb, Vice President and General Counsel	34,607	17,303	17,303
Phil Kaplan, Chief Strategy Officer	34,048	17,024	17,024
Tamara Augustyn, Vice President and Chief Accounting Officer	3,980	3,980	0

Item 9.01. Financial Statements and Exhibits.

 (d) Exhibits

Exhibit No.	Description
10.1	2008 Executive Bonus Award Incentive Plan
10.2	2008 Long-Term Incentive Plan

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INTERNAP NETWORK SERVICES CORPORATION
Date: March 24, 2008
	By:	/s/ Richard P. Dobb
		Richard P. Dobb, Vice President and General Counsel

Exhibit Index

Exhibit No.	Description
10.1	2008 Executive Bonus Award Incentive Plan
10.2	2008 Long-Term Incentive Plan

EX-10.1

Exhibit 10.1

2008 Executive Bonus Award Incentive Plan

March 20, 2008

2008 Executive Bonus Award Incentive Plan  (the “2008 Plan”)

The purpose of this plan is to:

§	Focus participants’ actions on the achievement of annual revenue growth and profitability goals;
§	Align participants’ actions on the accomplishment of key operational and strategic goals;
§	Encourage and reward individuals for the achievement of specific objectives;
§	Maintain a competitive range of incentive compensation opportunities; and
§	Simplify the current executive incentive plan while maintaining existing bonus opportunity.

Participation

The executives holding the following positions shall participate in this 2008 Plan:

§	President and Chief Executive Officer;
§	Vice President and Chief Operating Officer;
§	Vice President and Chief Financial Officer;
§	Vice President and Chief Strategy Officer;
§	Vice President and Chief Technology Officer;
§	Vice President and General Counsel;
§	Vice President, Human Resources;
§	Vice President, Sales;
§	Vice President, CDN GM; and
§	Vice President, IP and Colocation GM.

In addition, an employee who assumes the responsibilities of one of these enumerated positions on a temporary basis shall also be eligible to participate in this 2008 Plan.  Any awards paid pursuant to this 2008 Plan to such employee shall be pro rated for the time he or she served in such role.

2

Awards

Each participant will be eligible for three awards based on the following goals:

§	Achievement of Revenue Goals will comprise 25% of the potential award;
§	Achievement of EBITDA Goals will comprise 50% of the potential award; and
§	Achievement of Individual Goals will comprise 25% of the potential award.

The Company must achieve a threshold of financial performance (revenue and EBITDA*) established by the 2008 Business Plan and approved by the Board in order for a participant to receive any of the three awards.  In addition, a participant must achieve at least “Meets Expectations” rating, including attainment of his or her individual/department budget objectives, in order to receive any of the three awards.

*Excluding equity compensation expenses.

The Board shall establish Threshold, Target, Above, and Maximum objectives for each of these goals. However, the Board of Directors (or in the Board’s discretion, the Compensation Committee) may adjust the revenue and EBITDA goals to exclude extraordinary expenses or benefits in its discretion. To be eligible for an award, a participant must be a full-time employee of the Company at the time that the Company pays bonuses pursuant to this 2008 Plan. If an executive commences employment with the Company during 2008, the Company shall pro rate the amount payable for the portion of the 2008 year during which the executive is an employee of the Company, provided that he or she is a full- time employee of the Company at the time that the Company pays bonuses pursuant to this 2008 Plan.  The Company shall pay the awards pursuant to this 2008 Plan in 2009.

The Chief Executive Officer may decrease an award based upon an executive’s performance and contribution.

3

Form of Awards

All awards granted pursuant to this 2008 Plan shall be paid in shares of the Company’s common stock and shall be fully vested as of the date of grant.  The Company shall determine the number of shares of common stock to be awarded based on the closing price of the Company’s stock price on the trading day preceding the date on which the Company pays such bonus.  The Company shall withhold the number of shares necessary to cover the taxes each participant owes the Internal Revenue Service as a result of the vesting of the shares of common stock.

Financial Accounting Treatment

The facts and circumstances surrounding each award granted pursuant to this 2008 Plan will determine the financial accounting treatment of each award.  The Compensation Committee will consider the financial accounting treatment of each award in its approval process.

Each participant has an assigned target level stated as a percent of base salary. The target award levels based on current incentive plan formula are:

Target Award Levels

Function	Target Level	Maximum
CEO	70%	140%
VP & COO	50%	100%
VP & CFO	50%	100%
VP, Sales	45%	90%
VP. GC	45%	90%
VP & CTO	50%	100%
VP & CSO	45%	90%
VP, HR	45%	90%
VP, CDN GM	40%	80%
VP, IP and Colocation GM	40%	80%

4

The Compensation Committee retains the sole discretion to determine whether the Company has met the financial targets delineated above and whether each participant has met his or her objectives, after consideration of any recommendation by the Chief Executive Officer.

Potential payment of achievement of the Target objective for the Annual Revenue Goal, Annual EBITDA Goal and Individual Goals shall equal 100% of each respective goal’s allocated percentage of the individual executive’s total Target Award amount (25%, 50%, and 25% of the total Target Award amount, respectively).

Potential payment for achievement of the Threshold objective for the Annual Revenue Goal and Annual EBITDA Goal shall equal 40% of each respective goal’s allocated percentage of the individual executive’s Target Award amount (40% of 25% of the total Target Award amount, in the case of the Annual Revenue Goal, and 40% of 50% of the total Target Award amount, in the case of the Annual EBITDA Goal). Potential payment for achievement of the Threshold objective for the Individual Goals shall be $0.

Potential payment for achievement of the Above objective for the Annual Revenue Goal, Annual EBITDA Goal and Individual Goals shall be 130% of each respective goal’s allocated portion of the individual executive’s Target Award amount. Potential payment for achievement of the Maximum objective for the Annual Revenue Goal, Annual EBITDA Goal and Individual Goals shall be 200% of each such goal’s allocated portion of the individual executive’s Target Award amount.

Should the Company’s actual EBITDA fall in between the Threshold and Target objectives, the Target and Above objectives, or the Above and Maximum objectives established as the Annual EBITDA Goal, then each award to be paid pursuant to the Annual EBITDA Goal of this 2008 Plan shall be interpolated from the exceeded objective on a straight-line basis to determine the potential incentive amount to be paid pursuant to the Annual EBITDA Goal of this 2008 Plan.

Should the Company’s actual revenue fall in between the Threshold and Target objectives, the Target and Above objectives, or the Above and Maximum objectives established as the Annual Revenue Goal, then each award to be paid pursuant to the Annual Revenue Goal of this 2008 Plan shall be interpolated from the exceeded objective on a straight-line basis to determine the potential incentive amount to be paid pursuant to the Annual Revenue Goal of this 2008 Plan.

5

EX-10.2

Exhibit 10.2

2008 Long-Term Incentive Plan

The Long-Term Incentive Plan for 2008 will include restricted stock in the amounts set forth in Schedule A hereto comprised of 50% time-based restricted stock awards and 50% performance-based restricted stock awards.

A. Time-Based Restricted Stock Awards

Executives receive awards of restricted stock that vest in 16 equal quarterly installments.

B. Performance-Based Restricted Stock Awards

Executives receive awards of restricted stock that vest in 33% annual increments starting with the year that includes the first anniversary of the grant date.  Executives earn annual tranches of awards, which vest on each of the first three anniversaries from the date of grant, to the extent that the Company achieves certain revenue and EBITDA targets established by the Board of Directors for each respective year in the performance cycle.  The Company will either meet or not meet both goals in a given year.  With respect to all shares of performance-based restricted stock that do not vest during any of the three years, 50% of such shares will vest on the fourth anniversary of the date of the grant.

The vesting of any restricted stock (including both time-based and performance-based) is subject to the executive being an employee in good standing on the date of vesting.