EXHIBIT A
INTERNAP NETWORK SERVICES CORPORATION
2012 SHORT TERM INCENTIVE PLAN
Establishment of Plan
Internap Network Services Corporation (the “Corporation”) has established the 2012 Short Term Incentive Plan (the “2012 Plan”) to provide for the payment of bonuses to eligible participants based upon the financial performance of the Corporation in the fiscal year ended December 31, 2012. The 2012 Plan supersedes all prior versions of any Short Term Incentive Plan but does not supersede the Corporation’s Employment Security Plan or any terms thereof.
Purpose of 2012 Plan
The purpose of the 2012 Plan is to:
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| | ● | Align participants’ actions with the accomplishment of key corporate financial and operational goals; |
| | ● | Encourage and reward individuals for the achievement of specific personal and/or business unit objectives in support of the corporate financial and operational goals; and |
| | ● | Provide a range of incentive compensation opportunities for each position. |
Effective Date
The 2012 Plan is effective as of January 1, 2012 and will expire on December 31, 2012 if not sooner terminated as provided herein.
Administration
The Compensation Committee (the “Committee”) administers the 2012 Plan. The Committee may delegate any functions to designated individuals who may be employees of the Corporation. Except as limited herein, the Committee has full authority and discretion to interpret the 2012 Plan and to make all other determinations deemed necessary or advisable for the administration of the 2012 Plan. All disputes associated with interpretation of the 2012 Plan or payments hereunder shall be submitted to the Senior Vice President of Human Resources.
Participation
Eligibility to participate in the 2012 Plan for Section 16 officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934) is at the discretion of the Compensation Committee of the Board of Directors. Eligibility to participate in the 2012 Plan for all other employees is at the discretion and invitation of the President and Chief Executive Officer. Employees participating in the 2012 Sales Incentive Plan for Commissionable Sales Professionals are not eligible to participate in the 2012 Plan.
Employees joining the Corporation after January 1, 2012 may be eligible to participate in the 2012 Plan in the Committee’s discretion (in the case of Section 16 officers) or the Chief Executive Officer’s discretion (in the case of other employees). Any award made to an employee who participates for less than the full year will be prorated based on the employee’s partial year service.
Key Terms and Definitions
Awards are based on achievement of individual and/or corporate goals. Individual goals are specific and predefined for each participant (“Individual Targets”). Corporate goals are specific revenue and EBTIDA targets approved by the Committee (each, a “Corporate Financial Target”).
The split between Corporate Financial Targets and Individual Targets differs by position. The following table reflects the weightings of each component for each position:
| | | STIP Incentive Component Weighting Percentage By Position |
| | | CEO/CFO | SVP/VP* | All Other Staff |
| | Corporate Financial Target: Revenue | 40 | 30 | 20 |
| | Corporate Financial Target: EBITDA | 60 | 40 | 30 |
| | Individual Targets | NA | 30 | 50 |
| | Total | 100 | 100 | 100 |
The table below identifies the target incentives as a percentage of Base Salary based on a participant’s position and the split between Corporate Financial Targets and Individual Targets. At the SVP level and above, the maximum STIP payout can equal up to 2 times the target incentive based on the achievement of stretch corporate financial targets.
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| | Position Grouping | Target Incentive (Varies by Role) | Corporate Financial Targets | Individual Targets | |
| | CEO/CFO | Up to 100% | 100 | n/a | |
| | SVP/VP* | Up to 50% | 70 | 30 | |
| | Directors and other exempt employees | Up to 25% | 50 | 50 | |
| | Non-exempt employees | Up to 10% | Discretionary | Discretionary | |
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*The split between Corporate Financial Targets and Individual Targets for select Business Unit Vice Presidents will reflect the All Other Staff weighting in the tables above and be 50/50.
Base Salary is defined as actual base salary earned during 2012, which would exclude any bonuses, incentives or other allowances which may have been earned or received during 2012.
Determination and Payment of Awards
The Committee retains the discretion to determine payment relative to Corporate Financial Targets for all participants and the Individual Targets established for participants at the Vice President level and above, after consideration of any recommendation by the Chief Executive Officer. The Committee recommends to the full Board of Directors, for their approval, any award to the Chief Executive Officer.
Any payment of the Individual Target component for participants who are exempt employees below the Vice President level is based on management’s assessment of the level of achievement of the participant’s specific Individual Targets.
Any payment for a participant who is a non-exempt employee is based on management’s discretionary evaluation of the participant’s individual performance.
Manner and Timing of Payment
All awards granted pursuant to this 2012 Plan shall be paid in cash (local currency). If the Compensation Committee determines to pay an award, the Corporation will make any such payment not later than March 15, 2012.
Recoupment of Payment
If the Committee determines that any 2012 Plan participant has engaged in fraud or intentional misconduct that has caused a restatement of the Corporation’s financial statements, the 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 Committee may seek recoupment of the STIP payment.
Termination of Employment
If a participant is no longer an employee, for whatever reason, on the date awards from the 2012 Plan are paid, the participant shall forfeit all rights to any payments under the 2012 Plan. Awards from the Plan are not earned until they are paid.
If an employee’s termination is due to either death or disability, the Committee may, at its discretion, determine whether any payment will be made to the participant under the 2012 Plan. If the Committee determines to pay an award, the Corporation will make any such payment not later than March 15, 2012.
In no event will payments under this 2012 Plan be either postponed or accelerated in the event of termination of employment.
Plan Termination and Amendment
The Committee may amend, modify, terminate or suspend operation of the 2012 Plan at any time. Notice of any such changes will be communicated to participants. In no event, however, will payments under the 2012 Plan be either postponed or accelerated in the event that the 2012 Plan is terminated.
General Provisions
Benefits Not Guaranteed. Neither the establishment of the 2012 Plan nor participation in the 2012 Plan shall provide any guarantee or other assurance that an award will be payable under the 2012 Plan. There is no obligation of uniformity of treatment of employees or participants under the 2012 Plan.
No Employment Right. Participation in the 2012 Plan does not constitute a commitment, guarantee or agreement that the Corporation will continue to employ any individual and this 2012 Plan shall not be construed or applied as an employment contract or obligation.
Governing Law. The validity, construction and effect of the 2012 Plan shall be determined in accordance with the laws of the State of Georgia without giving effect to conflicts of law principles.
Severability. In the event any provision of the 2012 Plan shall be held illegal or invalid for any reason, the remaining provisions of the 2012 Plan shall not be affected and the 2012 Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
