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):

August 19, 2009

Internap Network Services Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware (State or Other Jurisdiction of Incorporation) 000-27265 (Commission File Number) 91-2145721 (IRS Employer Identification Number

250 William Street, Atlanta, Georgia (Address of Principal Executive Offices) 30303 (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 Securities Act (17 CFR 240.14a-12)

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

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Securities Act (17 CFR 240.13e-2(c))

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

On August 19, 2009, the Compensation Committee of the Board of Directors of Internap Network Services Corporation (the “Company”) formalized the 2009 Short Term Incentive Plan (the “2009 STIP”), which previously had been described in the Company’s 2009 proxy statement.

Under the 2009 STIP, all full time exempt and eligible non-exempt employees (including executive officers) may be eligible for the award of a cash bonus after the Company’s 2009 fiscal year end.

The cash bonus of each participant is determined based on achievement of corporate and individual/business unit objectives, with a target award level expressed as a percentage of salary. The corporate objectives are based on revenue, EBITDA (earnings before interest, taxes, depreciation and amortization) and cash flow. The personal/business unit objectives are individualized for each participant.

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

The Compensation Committee of the Company’s Board of Directors has the discretion to determine payment relative to corporate objectives for all participants and the personal/business unit objectives 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 specific, measurable, pre-defined objectives.

If a participant is not an employee on the date awards from the 2009 STIP are paid (other than by reason of death or disability), the participant forfeits all rights to any payments under the 2009 STIP.

If the Compensation Committee determines that any participant has engaged in fraud or intentional misconduct that has caused a restatement of the Company’s financial statements, the Compensation Committee will review the payment received by that participant under the 2009 STIP on the basis of the Company’s performance during the periods affected by the restatement.  If the payment under the 2009 STIP would have been lower if it had been based on the restated results, the Compensation Committee has the power to seek recoupment of such payment.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is furnished with this Current Report on Form 8-K:

Exhibit No.	Description
10.1	2009 Short Term Incentive Plan.

SIGNATURES

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

	INTERNAP NETWORK SERVICES CORPORATION
Date: August 20, 2009	By:	/s/ Richard P. Dobb
		Richard P. Dobb
		Chief Administrative Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
10.1	2009 Short Term Incentive Plan.

EX-10.1

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.