WWW.EXFILE.COM, INC. -- 14203 -- DSL.NET, INC. -- EXHIBIT 10.34 TO FORM 10-K


    EXHIBIT
      10.34

    


    Officer
      Compensation Summary

    


    Base
      and Supplemental Salary and Bonuses.
      The
      following summary compensation table sets forth the total compensation payable
      to the current executive officers of DSL.net, Inc. (the “Company”) for the 2006
      calendar year, on an annualized basis, as most recently approved by the
      Company’s Board of Directors.

     

    


    
      	
              Name
                and Principal Position

            	
              2006
                Annualized Base Salary

            	
              2006
                Potential Bonus

            	
              Other
                Annual Compensation

            
	 	 	 	 
	
              David
                F. Struwas, Director and Chief Executive Officer (1)

            	
              $300,000

            	
              (2)(4)

            	
              $83,334
                (3)

            
	
              Walter
                R. Keisch, Chief Financial Officer

            	
              $200,000

            	
              (4)

            	
              None.

            
	
              Marc
                R. Esterman, S.V.P. - Corporate Affairs, General Counsel and
                Secretary

            	
              $175,000

            	
              (4)

            	
              None.

            


    

     

    


    
      	1.  	
              Mr.
                Struwas’ compensation has been established pursuant to an employment
                agreement, dated as of November 3, 2005, between Mr. Struwas and
                the
                Company (the “Employment Agreement”), a copy of which has been filed with
                the Securities and Exchange Commission (the “Commission”) as Exhibit 10.7
                filed with the Company’s Quarterly Report on Form 10-Q for the quarter
                ended September 30, 2005.

            


    

    


    
      	2.  	
              Under
                his Employment Agreement, Mr. Struwas is eligible to receive a one-time
                bonus for 2006, based upon achievement by the Company of certain
                cumulative, year-end operating results for the Company’s 2006 fiscal year,
                the details of which are to be established by the Company’s Board of
                Directors in its discretion, provided, that,
                Mr. Struwas has not been terminated for cause or resigned for other
                than
                good reason on or prior to December 31, 2006. The bonus targets are
                to be
                based upon achievement by the Company of certain operating results
                forecast in the Company’s authorized 2006 operating plan and forecast, as
                previously approved by the Board of Directors, subject to the Board
                of
                Directors’ determination that the Company’s cash position supports any
                such bonus payment.

            


    

    


    
      	3.  	
              Represents
                the remaining portion of Mr. Struwas’ $100,000 sign-on bonus to which he
                is entitled under the Employment Agreement, during 2006. Such $100,000
                bonus is payable in approximately equal monthly amounts over 12 months
                from his employment commencement
                date.

            


    

    


    
      	4.  	
              No
                executive officer of the Company has any vested right to any guaranteed
                bonus payment;
                however, each executive officer is eligible to receive a potential
                performance bonus in the discretion of the Company’s Board of Directors,
                based on personal and Company performance. No formal bonus program
                has
                been established for management by the Company’s Board of Directors.
                

            


    

    


    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    

    Except
      as
      described above, the Company is not a party to any written executory agreements
      with its executive officers addressing the amount of compensation due to the
      executive. The Company maintains that all executive officers, other than Mr.
      Struwas, are employees at will and that the Company has no obligation to pay
      base salary or bonuses, other than amounts owing for services rendered prior
      to
      termination of employment or as otherwise provided in the Employment
      Agreement.

    


    Other
      Benefits.
      Executives also participate in benefit plans available to all employees,
      including an Internal Revenue Code Section 401(k) plan, under which the Company
      makes certain matching contributions subject to plan limitations, the Amended
      and Restated 2001 Stock Option and Incentive Plan, and the 1999 Employee Stock
      Purchase Plan. The Amended and Restated 2001 Stock Option and Incentive Plan,
      as
      currently in effect, is filed with the Commission as Exhibit 10.40 to the
      Company’s Annual Report on Form 10-K for the year ended December 31, 2004. The
      Company’s standard form of Non-Qualified Stock Option Agreement for officers of
      the Company is filed with the Commission as Exhibit 10.2 to the Company’s
      Quarterly Report on From 10-Q for the quarterly period ended March 31, 2005.
      The
      1999 Employee Stock Purchase Plan, as currently in effect, is filed with the
      Commission as Exhibit 10.2 to the Company’s registration
      statement on Form S-1 (No. 333-80141). In addition, as an inducement to
      employment with the Company, Mr. Struwas was granted options under the Company’s
      Amended and Restated 2001 Stock Option and Incentive Plan, exercisable for
      the
      purchase of an aggregate of 12,850,000 shares of the Company’s common stock,
      pursuant to the terms of a Stock Option Agreement, dated as of April 15, 2005,
      in the amount of 8,000,000 option shares, and a Stock Option Agreement, dated
      as
      of January 4, 2006, in the amount of 4,850,000 option shares. The Company’s
      Board of Directors has not established a program for scheduled awards of
      equity-based compensation to management; rather, such awards are granted from
      time to time in the discretion of the Board of Directors and/or the Compensation
      Committee. 

    


    Change
      in Control Agreements.
      The
      Company has not entered into any change in control agreements with any executive
      officer. However, the occurrence of a change in control with respect to the
      Company can trigger certain benefits under the officers’ stock option agreements
      (accelerated vesting of remaining outstanding and unexercised stock options
      either upon the change in control event or upon a termination of employment
      following a change in control event, as the case may be).

     

     

     

     

     

     

     

     

    
 

    
      
         

      

      
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