Exhibit 10.2


    
      

    

    Exhibit
      10.2

    


    EMPLOYMENT
      AGREEMENT

     

    This
      Employment Agreement (this "Agreement") is entered into as of April 2, 2007
      (the
      "Effective Date"), by and between Internap Network Services Corporation (the
      "Company" or "Internap") and Richard Dobb ("Executive") (collectively the
      "Parties"). 

     

    1. Position
      and Duties.
      Executive shall serve as Vice President and General Counsel for the Company,
      with such duties, authorities and responsibilities as are commensurate with
      such
      position. Executive initially shall report to the Chief Executive Officer.
      Executive shall work from the Company’s offices in Atlanta,
      Georgia.

     

    2. Base
      Salary.
      Executive shall receive an annual base salary of $240,000 ("Base Salary").
      Payment of Base Salary shall be subject to standard payroll tax withholdings
      and
      deductions. Executive's Base Salary shall be paid semi-monthly in accordance
      with the Company's standard payroll practices. Executive's Base Salary may
      be
      increased from time to time by the Company's Chief Executive Officer (“CEO”) and
      in consultation with the Company's Board of Directors or the Compensation
      Committee of such Board of Directors (in either case, the "Board") in their
      sole
      and absolute discretion.

     

    3. Performance-Based
      Bonus. Executive
      will be eligible to participate in Internap’s annual incentive bonus plan as in
      effect for any calendar year during the Term ("Incentive Plan"). Executive’s
      entitlement to a bonus under the Incentive Plan will be based on the Company’s
      achievements of its goals and Executive’s individual performance, as determined
      by the Company or the Board, as the case may be, in their sole and absolute
      discretion. Executive’s initial bonus opportunity under the Incentive Plan will
      be up to 45% of Executive’s annual Base Salary, subject to the terms and
      conditions of the Incentive Plan. Executive will be entitled to earn the full
      bonus opportunity for 2007 based on the company achievement of goals under
      the
      Incentive Plan during the applicable Incentive Plan year.

     

    4. Equity
      Compensation.
      The
      Company and Executive acknowledge that the CEO shall recommend to the Board
      that
      the Company issue to Executive 30,000 restricted shares of the Company’s common
      stock, which, if approved by the Board, shall vest in annual increments of
      25%
      commencing on the first anniversary of the date of issuance, subject to the
      terms and conditions of the relevant equity compensation plan(s) and related
      restricted stock agreement(s) (the "Restricted Shares"). 

     

    5. Employee
      Benefits.
      Executive shall be entitled to participate in all employee benefit, welfare
      and
      other plans and programs generally applicable to employees of the Company.
      Except as provided herein, the Company reserves the right to modify Executive’s
      compensation and benefits from time to time, as it deems necessary in its sole
      and absolute discretion, so long as Executive continues to receive healthcare
      and life insurance benefits that are comparable to other similarly situated
      employees.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6. Vacation.
      Executive shall accrue twenty (20) days of combined vacation/sick leave
      annually. Executive also shall receive three (3) personal days each year.
      Executive shall have the right to carry over unused vacation from any one-year
      period to any other subsequent one-year period. 

     

    7. Nature
      of Employment.
      Executive’s employment with the Company shall be at-will. Both Executive and the
      Company shall have the right to terminate the employment relationship at any
      time, with or without cause, and with or without advance notice.

     

    8. Severance
      Payments.
      Upon
      Executive’s termination of employment (i) by the Company without Cause (as
      defined herein), or (ii) by Executive for Good Reason (as defined herein),
      Executive shall receive a cash severance payment equal to Executive’s
      then-current annual Base Salary. Payment of the severance amount set forth
      in
      this Section 8 shall be subject to standard payroll tax withholdings and
      deductions. 

     

    Upon
      Executive’s termination of employment (i) by the Company without Cause, or (ii)
      by Executive for Good Reason, all of Executive’s unvested Restricted Shares and
      other equity awards if any, shall cease vesting and shall be subject to
      repurchase and/or termination in accordance with the terms of the applicable
      restricted stock agreement. 

     

    Notwithstanding
      anything contained herein to the contrary, Executive shall not be entitled
      to
      any benefits or rights under this Section 8 to the extent Executive also is
      eligible for payments and/or benefits under Section 9 hereof. 

     

    9. Change
      in Control Payments and Acceleration.
      If
      Executive’s employment is involuntarily terminated by the Company without Cause
      or Executive voluntary terminates his employment for Good Reason, in either
      case
      within 12 months after
      a
      Change in Control, then (i) the Company shall pay Executive a cash severance
      payment equal to the sum of Executive’s then-current annual Base Salary plus the
      maximum target Bonus under the Incentive Plan and (ii) all of Executive’s
      unvested Restricted Shares, if any, shall become fully vested and free of
      restrictions. Payment of the payments set forth in this Section 9 shall be
      subject to standard payroll tax withholdings and deductions.

     

    If
      Executive is terminated pursuant to this Section 9, then Executive will continue
      to receive the healthcare and life insurance coverages in effect on his date
      of
      termination for twenty-four (24) months after the date of termination pursuant
      to this Section 9 just as if he had remained an active employee of the Company,
      subject to Executive paying the customary employee portion of such coverages,
      provided that
      if the
      Company cannot continue to cover Executive under its plans, the Company will
      separately provide Executive with comparable coverages (the Company’s obligation
      to pay the premiums of such comparable coverages shall not exceed the amount
      the
      Company paid on behalf of Executive for the healthcare and life insurance
      coverages the Company provided to Executive in the month immediately preceding
      Employee’s termination (the “Monthly Coverage Limitation Amount”)) or pay
      Executive in a lump sum the costs of such coverages (subject to the Monthly
      Coverage Limitation Amount).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    For
      purposes of this Agreement, "Change in Control" shall mean the happening of
      any
      of the following events:

     

    (i)
      An
      acquisition by any individual, entity or group (within the meaning of Section
      13
      (d) (3) or 14 (d) (2) of the Exchange Act) (an "Entity") of beneficial ownership
      (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30%
      or
      more of either (A) the then outstanding shares of common stock of the Company
      (the "Outstanding Company Common Stock") or (B) the combined voting power of
      the
      then outstanding voting securities of the Company entitled to vote generally
      in
      the election of directors (the "Outstanding Company Voting Securities");
      excluding, however, the following: (1) any acquisition directly from the
      Company, other than an acquisition by virtue of the exercise of a conversion
      privilege unless the security being so converted was itself acquired directly
      from the Company, (2) any acquisition by the Company, (3) any acquisition by
      any
      employee benefit plan (or related trust) sponsored or maintained by the Company
      or any corporation controlled by the Company, or (4) any acquisition by any
      corporation pursuant to a transaction which complies with clauses (A), (B)
      and
      (C) of subsection (ii) of this Section; 

     

    (ii)
      The
      approval by the stockholders of the Company of a merger, reorganization or
      consolidation or sale or other disposition of all or substantially all of the
      assets of the Company (each, a "Corporate Transaction") or, if consummation
      of
      such Corporate Transaction is subject, at the time of such approval by
      stockholders, to
      the
      consent of any government or governmental agency, the obtaining of such consent
      (either explicitly or implicitly by consummation); excluding however, such
      a
      Corporate Transaction pursuant to which (A) all or substantially all of the
      individuals and entities who are the beneficial owners, respectively, of the
      Outstanding Company Common Stock and Outstanding Company Voting Securities
      immediately prior to such Corporate Transaction will beneficially own, directly
      or indirectly, more than 60% of, respectively, the outstanding shares of common
      stock, and the combined voting power of the then outstanding voting securities
      entitled to vote generally in the election of directors, as the case may be,
      of
      the corporation resulting from such Corporate Transaction (including, without
      limitation, a corporation or other Person which as a result of such transaction
      owns the Company or all or substantially all of the Company’s assets either
      directly or through one or more subsidiaries (a "Parent Company")) in
      substantially the same proportions as their ownership, immediately prior to
      such
      Corporate Transaction, of the Outstanding Company Common Stock and Outstanding
      Company Voting Securities, as the case may be, (B) no Entity (other than the
      Company, any employee benefit plan (or related trust) of the Company, such
      corporation resulting from such Corporate Transaction or, if reference was
      made
      to equity ownership of any Parent Company for purposes of determining whether
      clause (A) above is satisfied in connection with the applicable Corporate
      Transaction, such Parent Company) will beneficially own, directly or indirectly,
      50% or more of, respectively, the outstanding shares of common stock of the
      corporation resulting from such Corporate Transaction or the combined voting
      power of the outstanding voting securities of such corporation entitled to
      vote
      generally in the election of directors unless such ownership resulted solely
      from ownership of securities of the Company prior to the Corporate Transaction,
      and (C) individuals who were members of the Incumbent Board will immediately
      after the consummation of the Corporate Transaction constitute at least a
      majority of the members of the board of directors of the corporation resulting
      from such Corporate Transaction (or, if reference was made to equity ownership
      of any Parent Company for purposes of determining whether clause (A) above
      is
      satisfied in connection with the applicable Corporate Transaction, of the Parent
      Company); or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (iii)
      The
      approval by the stockholders of the Company of a complete liquidation or
      dissolution of the Company.

     

    For
      purposes of this Agreement, “Cause” shall mean:

     

    (i)
      Executive’s conviction (including a plea of guilty or nolo contendere) of a
      crime involving theft, fraud, dishonesty or moral turpitude;

     

    (ii)
      violation by Executive of the Company’s Code of Conduct or other material
      policies;

     

    (iii)
      gross omission or gross dereliction of any statutory, common law or other duty
      of loyalty to the Company or any of its affiliates; or

     

    (iv)
      repeated failure to carry out the duties of Executive’s position despite
      specific instructions to do so.

     

    Executive
      shall not be deemed to have been terminated for “Cause” until there shall have
      been delivered to him written notice, not less than ten (10) days prior to
      the
      proposed termination date, specifying the basis for such
      termination.

     

    For
      purposes of this Agreement, Good Reason shall mean any one of the following
      events which occurs without Executive’s written consent: (i) any material
      diminution in Executive’s title, authority or responsibility; (ii) any
      material reduction in Executive’s then current total compensation from that
      compensation paid by the Company in the prior fiscal year; or (iii) a change
      of
      more than fifty (50) miles Executive's permanent workplace without Executive's
      consent.

     

    10. Parachute
      Payments.
      If any
      cash compensation payment, employee benefits or acceleration of vesting of
      stock
      options or other stock awards Executive would receive in connection with a
      Change in Control ("Payment") would (i) constitute a “parachute payment”
within the meaning of Section 280G of the Internal Revenue Code of 1986, as
      amended (the "Code"), and (ii) but for this sentence, be subject to the
      excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then
      such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be
      either (x) the largest portion of the Payment that would result in no
      portion of the Payment being subject to the Excise Tax or (y) the largest
      portion, up to and including the total, of the Payment, whichever amount, after
      taking into account all applicable federal, state and local employment taxes,
      income taxes, and the Excise Tax (all computed at the highest applicable
      marginal rate), results in Executive’s receipt, on an after-tax basis, of the
      greater amount of the Payment notwithstanding that all or some portion of the
      Payment may be subject to the Excise Tax. If a reduction in payments or benefits
      constituting “parachute payments” is necessary so that the Payment equals the
      Reduced Amount, reduction shall occur in the following order unless Executive
      elects in writing a different order: reduction of cash payments; reduction
      of
      employee benefits; and cancellation of accelerated vesting of stock awards.
      In
      the event that acceleration of vesting of stock award compensation is to be
      reduced, such acceleration of vesting shall be cancelled in the reverse order
      of
      the date of grant of Executive’s stock awards unless Executive elects in writing
      a different order for cancellation. The accounting firm engaged by the


    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    Company
      for general audit purposes as of the day prior to the effective date of the
      Change in Control shall perform the foregoing calculations. If the accounting
      firm so engaged by the Company is serving as accountant or auditor for the
      individual, entity or group effecting the Change in Control, the Company shall
      appoint a nationally recognized accounting firm to make the determinations
      required hereunder. The Company shall bear all expenses with respect to the
      determinations by such accounting firm required to be made hereunder. The
      accounting firm engaged to make the determinations hereunder shall provide
      its
      calculations, together with detailed supporting documentation, to the Company
      and Executive within fifteen (15) calendar days after the date on which
      Executive’s right to a Payment arises (if requested at that time by the Company
      or Executive) or at such other time as requested by the Company or Executive.
      If
      the accounting firm determines that no Excise Tax is payable with respect to
      a
      Payment, either before or after the application of the Reduced Amount, it shall
      furnish the Company and Executive with an opinion reasonably acceptable to
      Executive that no Excise Tax will be imposed with respect to such Payment.
      Any
      good faith determination of the accounting firm made hereunder shall be final,
      binding and conclusive upon the Company and Executive.

     

    11. Release.
      Notwithstanding anything to the contrary contained in this Agreement, upon
      termination of Executive’s employment, unless Executive shall have executed and
      provided the Company with an effective release in a form reasonably satisfactory
      to the Company by which Executive releases the Company from any and all claims
      of any kind, Executive shall not receive any severance payments or benefits
      provided under this Agreement. 

     

    12. Confidentiality. Executive
      agrees that information not generally known to the public to which he will
      be
      exposed as a result of his employment by the Company is confidential
      information that belongs to the Company. This includes information developed
      by
      Executive, alone or with others, or entrusted to the Company by its customers
      or
      others. The Company’s confidential information includes, without limitation,
      information relating to the Company’s trade secrets, research and development,
      inventions, know-how, software, procedures, accounting, marketing, sales,
      creative and marketing strategies, employee salaries and compensation, and
      the
      identities of customers and active prospects to the extent not publicly
      disclosed (collectively, "Confidential Information"). Executive will hold the
      Company’s Confidential Information in strict confidence, and not disclose or use
      it during the No Disclosure Term (as defined below), except as authorized by
      the
      Company and for the Company’s benefit.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    For
      purposes of this Agreement, “No Disclosure Term” shall mean during the time
      period Executive is employed by the Company and for a period of two (2) years
      after Executive’s employment is terminated.

     

    Executive
      further acknowledges and agrees that in order to enable the Company to perform
      services for its customers or clients, such customers or clients may furnish
      to
      the Company certain Confidential Information, that the goodwill afforded to
      the
      Company depends upon the Company and its employees preserving the
      confidentiality of such information, and that such information shall be treated
      as Confidential Information of the Company for all purposes under this Agreement
      subject to the No Disclosure Term. 

     

    Executive
      agrees that if Executive breaches this Section 11: (i) the Company would suffer
      irreparable harm; (ii) it would be difficult to determine damages, and money
      damages alone would be an inadequate remedy for the injuries suffered by the
      Company, and (iii) if the Company seeks injunctive relief to enforce this
      Agreement, Executive will waive and will not (a) assert any defense that the
      Company has an adequate remedy at law with respect to the breach, (b) require
      that the Company submit proof of the economic value of any Trade Secret or
      Confidential Information, or (c) require the Company to post a bond or any
      other
      security.

     

    13. No
      Restrictions.
      Executive represents to the Company that he has not executed or is not bound
      by
      any non-competition covenant or non-solicitation covenant or any other
      undertaking similar to either of the foregoing that would prevent him from
      performing the duties and responsibilities of the position set forth in Section
      1 of this Agreement.

     

    14. General
      Provisions.
      This
      Agreement is intended to bind and inure to the benefit of and be enforceable
      by
      Executive, the Company and their respective successors, assigns, heirs,
      executors, administrators, except that Executive may not assign any of his
      duties hereunder and Executive may not assign any of his rights hereunder
      without the written consent of the Company, which shall not be withheld
      unreasonably.

     

    This
      Agreement, together with the Exhibits, constitutes the complete, final and
      exclusive embodiment of the entire agreement between the Parties with regard
      to
      the subject matter hereof. It is entered into without reliance on any promise
      or
      representation, written or oral, other than those expressly contained herein,
      and it supersedes any other such promises or representations.

     

    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Georgia, without reference to principles of conflict of laws. The
      captions of this Agreement are not part of the provisions hereof and shall
      have
      no force or effect. This Agreement may not be amended or modified otherwise
      than
      by a written agreement
      executed
      by the Parties hereto or their respective successors and legal representatives.
      The invalidity or unenforceability of any provision of this Agreement shall
      not
      affect the validity or enforceability of any other provision of this Agreement.
      If any provision in this Agreement is determined to be invalid, illegal, or
      unenforceable, in whole or in part, the remaining provisions and any partially
      enforceable provisions shall remain in full force and effect.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Executive
      agrees that any claim arising out of or relating to this Agreement shall be
      brought in a state or federal court of competent jurisdiction in Georgia.
      Executive consents to the personal jurisdiction of the state and/or federal
      courts located in Georgia. Executive waives (i) any objection to jurisdiction
      or
      venue, or (ii) any defense claiming lack of jurisdiction or improper venue,
      in
      any action brought in such courts.

     

    A
      failure
      of Executive or the Company to insist upon strict compliance with any provision
      of this Agreement or the failure to assert any right Executive or the Company
      may have hereunder shall not be deemed to be a waiver of such provision or
      right
      or any other provision or right of this Agreement.

     

    This
      Agreement may be executed in several counterparts, each of which shall be deemed
      to be an original but all of which together will constitute one and the same
      instrument.

     

    IN
      WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
      Date.

    


    


    
      	
              INTERNAP
                NETWORK SERVICES

              CORPORATION

            	
              RICHARD
                DOBB

            
	
               

            	
               

            
	
              By:
                /s/
                Eric Suddith     

            	
              /s/
                Richard Dobb     

            
	
              Name:
                Eric Suddith

            	
               Richard
                Dobb

            
	
              Title:
                Vice President, Human Resources