WWW.EXFILE.COM, INC -- 13734 -- DSL.NET, INC. -- EXHIBIT 10.1 TO FORM 10-Q


     

    Exhibit
      10.1

    


    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 2005
      calendar year, on an annualized basis, as most recently approved by the
      Company’s Board of Directors.

     

    


    
      	
              Name
                and Principal Position

            	
              2005
                Annualized Base Salary

            	
              2005
                Supplemental Salary

            	
              2005
                Potential Bonus

            	
              Other
                Annual Compensation

            
	 	 	 	 	 
	
              Kirby
                G. Pickle, Director and Chief Executive Officer (1)

            	
              $350,000

            	
              None.

            	
              (2)(6)

            	
              $12,000
                (3)

            
	
              J.
                Keith Markley, President and Chief Operating Officer

            	
              $200,000

            	
              $125,000(5)

            	
              (6)

            	
              None.

            
	
              Robert
                J. DeSantis, Chief Financial Officer

            	
              $200,000

            	
              $125,000(5)

            	
              (6)

            	
              (4)

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

            	
              $175,000

            	
              $50,000(5)

            	
              (6)

            	
              None.

            
	
              Walter
                R. Keisch, V.P. - Finance

            	
              $175,000

            	
              $50,000(5)

            	
              (6)

            	
              None.

            


    

     

    


    
      	1.  	
              Mr.
                Pickle’s compensation has been established pursuant to an employment
                agreement, dated as of April 15, 2004, between Mr. Pickle and the
                Company
                (the “Employment Agreement”), a copy of which has been filed with the
                Securities and Exchange Commission (the “Commission”) as Exhibit 10.1 to
                the Company’s Quarterly Report on Form 10-Q, for the quarterly period
                ended June 30, 2004.

            


    

    
      	2.  	
              Mr.
                Pickle does not have a vested right to any bonus. However, he is
                eligible
                to receive a potential performance bonus in the discretion of the
                Company’s Board of Directors, under the Employment Agreement.
                

            


    

    
      	3.  	
              Represents
                Mr. Pickle’s annual car allowance under the Employment
                Agreement.

            


    

    
      	4.  	
              The
                Company pays, on behalf of Mr. DeSantis, the annual renewal cost
                of the
                insurance premium for one (1) year of renewed term life insurance
                coverage
                under that certain adjustable premium annual term life insurance
                policy
                established for the beneficiary(ies) designated therein; the approximate
                cost of this payment is $1,000. 

            


    

    
      	5.  	
              The
                amount listed is the maximum aggregate amount of supplemental salary
                for
                which the executive officer is eligible under his compensation agreement
                with the Company. A summary of the compensation agreements respectively
                entered into by the Company and its designated executive officers
                as of
                February 3, 2005 was filed by the Company with the Commission under
                a
                Current Report on Form 8-K on February 4, 2005. Pursuant to the terms
                of
                these compensation agreements (the form of which was filed by the
                Company
                with the Commission as Exhibit 10.39 to the Company’s Annual Report on
                Form 10-K for the year ended December 31, 2004), the individual is
                eligible to receive, in addition to his current compensation and
                any other
                benefits to which he is or may become entitled, a fixed dollar cash
                compensation amount, payable in three equal installments, on June
                30,
                2005, 

            


    

    
      
        	 	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        
          	
                  
                  

                	
                  August
                    31, 2005 and December 31, 2005, provided
                    such individual is employed by the Company on each of such dates.
                    If,
                    prior to a payment date, the individual is terminated by the
                    Company for
                    cause, or resigns other than for good reason, he will forfeit
                    the right to
                    receive any remaining unvested payments. Upon the occurrence
                    of a change
                    in control of the Company, or if the individual is terminated
                    without
                    cause or terminates his employment with the Company for good
                    reason, the
                    individual shall immediately fully vest in all remaining payments
                    that
                    would have become due and payable under such agreement but for
                    the passage
                    of time and the individual’s continued employment with the Company, and he
                    shall have the right to immediately receive the total amount
                    of all
                    remaining payments under the
                    agreement. 

                


        

      

      
        	6.  	
                Except
                  as otherwise set forth in this table, no officer has any vested
                  right to
                  any bonus payment;
                  however, each executive officer is eligible to receive a potential
                  performance bonus in the discretion of the Company’s Board of Directors.
                  No bonus program has been established for management by the Company’s
                  Board of Directors. 

              


      

    

    


    Except
      as
      described above, the Company has not entered into any written agreements with
      its executive officers addressing the amount of compensation due to the
      executive. The Company maintains that all executive officers, other than Mr.
      Pickle, are employees at will and that the Company has no obligation to pay
      base
      salary, supplemental salary or bonuses, other than amounts accrued for services
      rendered prior to termination of employment or as otherwise provided in the
      compensation agreements referred to above.

    


    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. Pickle was granted an option exercisable for
      the purchase of 10,000,000 shares of the Company’s common stock, pursuant to the
      terms of a Stock Option Agreement, dated as of April 15, 2005, a copy of which
      was filed by the Company with the Commission as Exhibit 4.01 to the Company’s
      Quarterly Report on Form 10-Q, for the quarterly period ended June 30, 2004.
      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. 

    


    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’ compensation agreements
      referred to above (vesting of remaining bonus payments) and certain 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).