Exhibit 10.33


[Execution version]


 


GENERAL RELEASE
AND SEPARATION AGREEMENT


 






 


THIS GENERAL RELEASE AND SEPARATION AGREEMENT
(“Agreement”) is made this 15th day of December, 2016 (the “Effective Date”) by and between Satish Hemachandran
(“You” or “Your”) and Internap Corporation (“Internap”).


 


WHEREAS, Internap and You have determined
that it is in the best interests of both parties to end Your employment as set forth herein;


 


WHEREAS, You and Internap agree that
the termination of Your employment constitutes a “separation from service” with Internap within the meaning of Treas.
Reg. §1.409A-1(h); and


 


WHEREAS, You and Internap agree that
Your employment with Internap is terminated effective as of December 1, 2016 (“Termination Date”);


 


NOW, THEREFORE, for and in consideration
of the foregoing, the mutual promises and covenants set forth herein, and for other good and valuable consideration, the sufficiency
and receipt of which are hereby acknowledged, You and Internap, intending to be legally bound, agree as follows:


 


		1.	The foregoing recitals are hereby made a part of this
Agreement and are incorporated herein by reference.



 


		2.	(a)	Your employment with Internap will be terminated effective on the Termination Date.



 


(b)          You
acknowledge and agree that with payment of normal payroll through the Termination Date, You will have received all compensation
(whether as deferred compensation, commissions, bonuses, or otherwise), employment benefits (including, but not limited to, health
insurance, dental insurance, life insurance, disability insurance and 401(k) contributions), and any other alleged obligations
that You may be entitled to relating to Your employment with Internap through the Termination Date. In addition, Internap has reimbursed
You for all business expenses You have incurred prior to the earlier of the Termination Date or the date You executed this Agreement,
and You agree that Internap owes You no additional amounts related to reimbursable business expenses (other than a pending $9,528.23
reimbursement submitted on or about November 28, 2016). You further acknowledge and agree that all benefits listed above cease
on Your Termination Date except as otherwise permitted in this Agreement (and except for customary continuation of health, dental
and visions, if any, through the end of the month in which Your Termination Date occurs). Further, all remaining cash and equity
benefits You are entitled to under the Internap Senior Vice President Retention Program shall accelerate, vest and be paid as set
forth in Schedule C, which is incorporated by reference.


 


(c)          As
consideration for the promises made by You in this Agreement, Internap agrees to provide You the following benefits and payments,
provided that this Agreement has been executed and delivered to Internap and has become irrevocable by the date that is at least
thirty (30) days after Your Termination Date:


 






    	 	 	 Page 1



     


    

 


(i)          Internap will pay You the sum
of Two Hundred Fifty Thousand Dollars ($250,000), minus all applicable withholdings, including taxes and Social Security, to be
paid monthly in equal installments of Twenty Thousand Eight Hundred Thirty-Three Dollars and Thirty-Three Cents ($20,833.33), payable
over a twelve (12) month period, in accordance with Internap’s normal payroll schedule, beginning with the first normally
scheduled payroll date following the thirty (30) day period following Your Termination Date.


 


(ii)         A portion
of Your equity-based compensation awards previously granted to You by Internap that are unvested on the Termination Date shall
accelerate as set forth in Schedule A, which is incorporated by reference. Such vesting shall occur as of the 31st day
following Your Termination Date and such shares shall be settled as soon as practicable thereafter (but in any event, no more than
10 business days).


 


(iii)        Notwithstanding
anything to the contrary in any equity award, plan, or agreement, the exercise period for the vested equity-based compensation
awards indicated in Schedule B, which is incorporated by reference, shall be extended to December 1, 2017.


 


(d)          You
understand and agree that the payments and covenants by Internap referenced in Section 2(c) are in consideration for Your promises
in this Agreement and that You otherwise are not entitled to this or any other payment for any reason on account of Your separation
from employment with Internap (except for the Internap Senior Vice President Retention Program benefits as set forth in Schedule
C).


 


(e)          The
terms of the 401(k) plan will govern Your account balance, if any, under such 401(k) plan.


 


(f)          You
agree that except as set forth in Schedule A and Schedule C, all equity-based compensation awards previously granted to You by
Internap that are unvested on the Termination Date shall expire on the Termination Date.


 


(g)          You
shall, at the same time You execute this Agreement, execute the resignation letter attached to this Agreement as Schedule D, which
is incorporated by reference, by which You resign any officer or director positions You hold with Internap or any subsidiary of
Internap. You shall also execute any other documents necessary to effectuate the intent of this provision.


 


		3.	Post-Termination Consulting.



 


(a)          As directed by Internap’s
Chief Executive Officer (“CEO”), from the Termination Date through February 28, 2017 (the “Consulting Period”),
You agree to perform duties as requested and authorized by Internap, including, but not limited to, cooperating with Internap in
any pending or future matters, including, but not limited to, any business matter, litigation, investigation or other dispute about
which You have knowledge or information, and taking all steps requested by Internap to effect a smooth transition of Your duties
and responsibilities as Internap’s Senior Vice President and General Manager, Cloud and Hosting Services (the “Services”).
Any services not specifically described in this Section but required for the proper performance of, and reasonably related to,
the Services shall be included in the definition of the Services as if specifically described in this Section. You shall report
to Richard P. Diegnan or his designee during the term of the Consulting Period. After December 1, 2016,


 






    	 	 	 Page 2



     


    

 


You will not be required
to report to Internap’s offices during the Consulting period, provided however; it is expected that you will be generally
available and come to Internap’s office as reasonably requested.


 


(b)          During the Consulting
Period, Internap shall pay You a monthly fee of Twenty Thousand Eight Hundred Thirty-Three Dollars and Thirty-Three Cents ($20,833.33)
for the Services (the “Fee”), to be paid semi-monthly on Internap’s regular payroll dates; provided that, the
first payment will be made on the first payroll date following the expiration of this Agreement’s revocation period. If instructed
by Internap’s CEO, You shall refrain from performing any Service or Services; provided that such an instruction shall not
release Internap from its obligation to pay You the Fee.


 


(c)          During the Consulting
Period, Internap shall reimburse You for all reasonable costs associated with the business-related use of a mobile telephone in
accordance with the policies and procedures of Internap.


 


(d)          You acknowledge and
agree that during the Consulting Period, whether or not any services provided by You hereunder are being performed on Internap
property and regardless of the nature of the task being performed, You are an independent contractor of Internap. You expressly
represent that You are an independent contractor of Internap under the laws of the United States, under applicable state laws,
and under the common law, and You acknowledge that Internap is relying upon this representation. As an independent contractor,
You are not: (a) eligible to participate in any employee benefit program offered by Internap to its employees or agents; and (b)
covered under Internap’s worker’s compensation insurance or state unemployment insurance coverages. You acknowledge
and agree that You are solely responsible, and Internap has no responsibility, to pay any and all taxes applicable to the Fee You
receive from Internap under this Section, including, but not limited to, FICA payments. Internap shall not be responsible for withholding
any income or taxes on Your behalf and You further agree to indemnify, defend and hold Internap harmless from and against any claims
or action arising out of or relating to Your failure to withhold or pay such taxes on Your behalf. Subject to the provisions of
this Agreement and consistent with Your post-termination obligations in the Employment Security Agreement between You and Internap,
dated February 15, 2016 (the “ESA”), You may work on projects for entities other than Internap during or after the
Consulting Period at Your election. However, You shall use Your best efforts to ensure the timely and proper completion of the
Services. Internap and You acknowledge and agree that this Section does not constitute or appoint You as an agent of Internap for
any purpose whatsoever during the Consulting Period. You are prohibited from acting as, or holding Yourself out as, an agent of
Internap during the Consulting Period.


 


(e)          The parties agree
that the level of bona fide services to be performed by You during the Consulting Period will not be more than twenty percent
(20%) of the average level of bona fide services which You performed during the period of Your employment prior to Your
Termination Date.


 


(f)          During the Consulting
Period, Internap shall continue to cover You under its Directors and Officers insurance policy. In addition, the Indemnity Agreement
entered into between You and Internap, dated January 12, 2015, pursuant to the terms of the Indemnity Agreement, (i) shall
apply during the Consulting Period, (ii) shall survive the termination of Your employment and the end of the Consulting Period,
and (iii) is incorporated herein by reference.


 


4.           You
acknowledge Internap is relying on Your compliance with the terms of the post-termination obligations in the ESA (defined above).
The post-termination obligations in the ESA,


 






    	 	 	 Page 3



     


    

 


including, but not limited to Article III of the ESA, are incorporated by reference
herein, and survive the termination of Your employment.


 


5.           (a)          In
consideration of the foregoing payments and covenants, You, for Yourself and for Your heirs, legal representatives and assigns,
hereby unconditionally and absolutely release, remise, acquit and forever discharge Internap and its heirs, executors, administrators,
legal and personal representatives; former and/or current owners, partners, officers, directors, employees, residents, stockholders,
managers, agents, attorneys, predecessors, successors, assigns, trustees, purchasers, principals and privies; past, present and
future parent, subsidiary and affiliated companies (both direct and indirect), divisions, related trade names and affiliated entities
of any kind; insurers; and any person or entity who may be jointly liable with Internap or any of the aforesaid persons or entities,
including their employee benefit plans and programs and their administrators and fiduciaries (hereinafter referred to as the “Internap
Releasees”) from any and all claims, suits, personal remedies, debts, dues, demands, grievances, sums of money, rights, damages,
liabilities, proceedings, actions and causes of action of any kind, nature or character (whether known or unknown, whether suspected
or unsuspected and whether at law, in equity or otherwise), which relate to and/or arise out of any fact or event whatsoever from
the beginning of time to and including the Effective Date of this Agreement. The foregoing release includes, but is not limited
to, those rights and personal remedies arising under: (a) Title VII of the Civil Rights Act of 1964, as amended; (b) the Civil
Rights Act of 1991; (c) 42 U.S.C. § 1981; (d) the Age Discrimination in Employment Act;(e) the Family and Medical Leave Act;;
(f) the Americans with Disabilities Act of 1990, as amended; (g) the Rehabilitation Act of 1973, as amended; (h) the Equal Pay
Act (i) the Employee Retirement Income Security Act, as amended; (j) any federal, state or local handicap, disability or discrimination
related act, regulation, ordinance, statute or executive order; and (k) any ordinance or statute promulgated by any city, county,
municipality or other state subdivision. Furthermore, this release also includes, but is not limited to, the following: (1) claims
for retaliatory or wrongful discharge of any kind; (2) claims for severance pay, benefits, bonuses, commissions, and/or other benefits
of any kind; (3) claims for intentional or negligent infliction of emotional or mental distress or for outrageous conduct; (4) claims
for breach of duty, libel, slander or tortious conduct of any kind; (5) claims for interference with business relationships, contractual
relationships or employment relationships of any kind; (6) claims for breach of an implied covenant of good faith and fair dealing;
(7) claims for interference with and/or breach of contract (whether express or implied, in fact or in law, oral or written); (8)
claims for attorneys’ fees, costs or expenses; (9) claims for personal remedies from alleged discrimination of any kind;
(10) claims based upon the creation, maintenance or subjection to a hostile or offensive work environment; (11) claims for constructive
discharge; (12) claims for personal remedies from claims of retaliation; (13) any and all claims which You ever had or have arising
as a result of or connected in any way with Your employment with and/or Your subsequent separation from employment with Internap;
and/or (14) any and all claims arising out of the ESA provided, however, that Section 1.2 of the ESA shall remain in effect in
the event that a Change of Control (as defined in the ESA) is determined to have transpired within six months of the Termination
Date. PROVIDED, HOWEVER, You are not waiving, releasing or giving up any rights You may have to vested benefits under any pension
or savings plan, to continued benefits in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”),
to unemployment insurance, or to enforce the terms of this Agreement, or any other right which cannot be waived as a matter of
law. In the event any claim or suit is filed on Your behalf against Internap by any person or entity, You waive any and all rights
to receive monetary damages or injunctive relief in Your favor from or against Internap.


 


If any claim is not subject to release, to the extent permitted
by law, You waive any right or ability to be a class or collective action representative or to otherwise participate in any putative
or certified class,


 






    	 	 	 Page 4



     


    

 


collective or multi-party action or proceeding based on such a claim in which Internap or any other Internap
Releasee identified in this Agreement is a party.


 


(b)          Subject to Section 22
of this Agreement, You agree never to seek or file a lawsuit, claim or cause of action seeking damages, reinstatement, attorney
fees or other personal relief against Internap and/or the Internap Releasees based on the claims being released under this Agreement.


 


(c)          You affirm that You have not filed, caused
to be filed, or presently are a party to any claim against any Internap Releasee. You also affirm that You have been granted any
leave to which You were entitled under the Family and Medical Leave Act and/or related state or local leave or disability accommodation
laws. You further affirm that You have no known workplace injuries or occupational diseases. You also affirm that You have not
divulged any proprietary or confidential information of Internap and will continue to maintain the confidentiality of such information
consistent with Internap’s policies and Your agreement(s) with Internap and/or common law. You further affirm that You have
not been retaliated against for reporting any allegations of wrongdoing by any Internap Releasees, including but not limited to
Internap and its officers, including any allegations of corporate fraud. You affirm that all of Internap’s decisions regarding
Your pay and benefits through the date of Your separation of employment were not discriminatory based on age, disability, race,
color, sex, religion, national origin or any other classification protected by law.


 


(d)          Internap provides notice to You pursuant
to the Defend Trade Secrets Act that:


 


An individual will not be held criminally
or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (1) is made (i) in
confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely
for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document
filed in a lawsuit or other proceeding, if such filing is made under seal; and


 


An individual who files a lawsuit for
retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual
and use the trade secret information in the court proceeding, if the individual (1) files any document containing the trade
secret under seal; and (2) does not disclose the trade secret, except pursuant to court order.


 


6.           You
knowingly relinquish, waive and forever release any and all claims or personal remedies arising under the Age Discrimination in
Employment Act, 29 U.S.C.§ 621, et seq., related in any manner to Your employment with Internap or Your separation
from such employment. In making this RELEASE:


 


(a)          You
acknowledge that You MAY SIGN THIS AGREEMENT ON OR AFTER YOUR TERMINATION DATE, AND THAT YOU have BEEN GIVEN AT LEAST twenty-one
(21) days to review this Agreement prior to signing it. To the extent that You have decided to execute this Agreement prior to
the expiration of the twenty-one (21) day period, You acknowledge that You have voluntarily executed thIS AGREEMENT AND HAVE DECIDED
NOT TO WAIT THE FULL TWENTY-ONE (21) DAY CONSIDERATION PERIOD. 


 






    	 	 	 Page 5



     


    

 


(b)          You
understand that You have a period of seven (7) days after signing this Agreement to revoke it and not receive the monetary payments
provided to You under the terms of this Agreement. 


 


(c)          You
further understand that this SECTION 6, pertaining specifically to claims or rights arising under the AGE DISCRIMINATION IN EMPLOYMENT
ACT, does not cover any rights, claims or remedies, if any, that may arise after the date on which this Agreement is executed,
and does not affect Your right to challenge the validity of this RELEASE under the law.


 


(d)          You
AGREE THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT, DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL
UP TO TWENTY-ONE (21) CALENDAR DAYS CONSIDERATION PERIOD. 


 


7.           This
Agreement shall not in any way be construed as an acknowledgement or admission by Internap that it has acted wrongfully with respect
to You or to any other person or that You have any rights whatsoever against Internap. Internap specifically disclaims any liability
to or wrongful acts against You or any other person.


 


8.           You
will return to Internap, not later than the end of the Consulting Period (or earlier as requested by Internap), any property of
Internap, including, but not limited to, computers, software, data, keys, identification cards, access cards, credit cards, telephone
cards, parking permits, cellular telephones, pagers, business cards, manuals and/or business documents of Internap; provided, however,
You may keep Your Internap-issued laptop after it has been examined by Internap’s IT Department to ensure that all Internap
data has been removed. You will make accessible said laptop, Your mobile phone and any mobile tablet used for Internap business
to Internap’s IT Department to ensure that all Internap data has been removed. At Internap’s request, You will confirm
in writing the deletion of any Internap information, data and materials from any computer or storage devices owned by You or under
Your control. You further agree that, should You discover that You do possess or otherwise have custody or control of any property
of Internap, You will return, via hand-delivery or overnight delivery, such property to: SVP and General Counsel, Internap Corporation,
One Ravinia Drive, Suite 1300, Atlanta, GA 30346, within ten (10) days of the discovery of the existence of such property of Internap.


 


9.           Any
other benefits not mentioned in this Agreement that You may be entitled to, including, but not limited to, Your rights to health
insurance continuation under federal and Georgia law, shall be provided to You in accordance with the underlying plan or document
governing such benefits and/or applicable law.


 


10.         (a)          You
acknowledge and agree that, before signing this Agreement, You were advised and are hereby advised in writing by Internap to review
it and consult with an attorney of Your choosing and that, to the extent You desired You have availed yourself of these opportunities.


 


(b)          You represent and agree that You have carefully
read and fully understand all of the provisions of this Agreement. You understand the final and binding nature of the release and
waiver


 






    	 	 	 Page 6



     


    

 


of Your rights specified herein, and You knowingly and voluntarily enter into this Agreement with the intent to be bound
by it, and without any coercion or duress from any person or source whatsoever.


 


11.         This
Agreement, including Schedules A, B, C, and D, represents and contains the entire agreement and understanding between the parties
with respect to the terms and conditions of this Agreement, and supersedes any and all prior and contemporaneous written and oral
agreements, understandings, representations, inducements, promises, warranties and conditions between the parties with respect
to the terms and conditions of this Agreement; except (a) as may be otherwise provided in the ESA, in the event that a Change of
Control (as defined in the ESA) is determined to have transpired within six months of the Termination Date; (b) the Indemnity Agreement
entered into between You and Internap, which is incorporated by reference; and (c) any of Your post-termination obligations contained
in the ESA (without limitation, including Article III thereof) and the dispute resolution provisions of Article IV of the ESA (as
amended in Section 24 hereof), which are incorporated by reference, shall remain in full force and effect, and shall survive cessation
of Your employment. Except as specifically provided in this Section, no other agreement, understanding, representation, inducement,
promise, warranty or condition of any kind with respect to the terms and conditions of this Agreement shall be relied upon by the
parties unless expressly incorporated herein.


 


12.          This
Agreement may not be amended or modified except by an agreement in writing signed by all of the parties hereto.


 


13.          Any
failure of any party on one or more occasions to enforce or require the strict keeping and performance of any of the terms and
conditions of this Agreement shall not constitute a waiver of such terms and conditions of this Agreement, shall not constitute
a waiver of such term or condition at any future time, and shall not prevent any party from insisting on the strict keeping and
performance of such terms and conditions at a later time.


 


14.          The
provisions of this Agreement are severable. If any provision of this Agreement is determined to be unenforceable, in whole or in
part, then such provision shall be modified so as to be enforceable to the maximum extent permitted by law. If such provision cannot
be modified to be enforceable, the provision shall be severed from this Agreement to the extent unenforceable. The remaining provisions
and any partially enforceable provisions shall remain in full force and effect.


 


15.          Each
party to this Agreement agrees and acknowledges that no presumption, inference or conclusion of any kind shall be made or drawn
against the drafter or draft(s) of this Agreement. Each party to this Agreement also agrees and acknowledges that he/it has contributed
to the final version of this Agreement through comments and negotiations.


 


16.          This
Agreement shall be binding upon and shall inure to the benefit of the parties and each of their respective heirs, personal and
legal representatives, purchasers, executors, administrators, successors and assigns. You may not assign any rights or obligations
hereunder without Internap’s prior written consent.


 


17.          It
is understood and agreed that the parties to this Agreement do hereby declare, represent, acknowledge and warrant that:


 


(a)          IN
EXECUTING THIS AGREEMENT, THE PARTIES HERETO RELY UPON THEIR OWN JUDGMENT, BELIEF AND KNOWLEDGE AS TO THE NATURE, EXTENT AND EFFECT
OF THE POTENTIAL LIABILITY OF THE PARTIES AND OF THE LIABILITIES,


 






    	 	 	 Page 7



     


    

 


WHETHER POTENTIAL OR OTHERWISE, WHICH ARE BEING RELEASED BY THIS
AGREEMENT AND THE PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT THEY ARE ENTERING INTO THIS AGREEMENT AND SIGNING THE SAME VOLUNTARILY
AND KNOWINGLY AND WITHOUT ANY DURESS, COERCION, INTIMIDATION OR FORCE; and


 


(b)          The
terms of this Agreement are contractual and not mere recitals; and


 


(c)          This
Agreement is deemed to have been entered into in the State of Georgia and shall be construed and interpreted at all times and in
all respects in accordance with the laws of the State of Georgia without regard to the principles of conflicts of laws, and jurisdiction
and venue for any action relating in any manner to this Agreement shall be in a court of competent jurisdiction in the State of
Georgia.


 


18.         This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which shall
be deemed as being the same instrument.


 


19.         The
persons executing this Agreement do hereby declare, represent, acknowledge, warrant and agree that such person is duly and fully
authorized to execute this Agreement so as to legally bind You and Internap.


 


20.         You understand that, if You sign this
Agreement, You may change Your mind and revoke Your acceptance within seven (7) days after signing it by giving notice in writing
to Internap at the following address: 


 


Internap Corporation


Attention: SVP and General Counsel


One Ravinia Drive, Suite 1300


Atlanta, Georgia 30346


 


21.         You understand that this Agreement will
not be effective or enforceable until the seven (7) day revocation period has expired, but will become effective and enforceable
as soon as the revocation period ends.


 


22.         Nothing
in this Agreement will be construed to prohibiting You from filing a charge with, reporting possible violations to, or participating
or cooperating with any governmental agency or entity, including but not limited to the EEOC, the Department of Justice, the Securities
and Exchange Commission, Congress, or any agency Inspector General, or making other disclosures that are protected under the whistleblower,
anti-discrimination, or anti-retaliation provisions of federal, state or local law or regulation;  provided, however,
that You may not disclose Internap information that is protected by the attorney-client privilege, except as expressly authorized
by law. You do not need the prior authorization of Internap to make any such reports or disclosures, and You are not required to
notify Internap that You have made such reports or disclosures.


 


23.         Subject
to required disclosure of Your ESA as required pursuant to Section 3.2 of Your ESA, on and after Your Termination Date, You agree
to keep the terms of this Agreement confidential and not to disclose the terms of this Agreement to anyone except to Your spouse
or domestic partner, attorneys, tax consultants or as otherwise required by law, and agree to take all steps necessary to assure
confidentiality by those recipients of this information.


 






    	 	 	 Page 8



     


    

 


24.         (a)          The
dispute resolution provisions of Article IV of Your ESA shall govern all disputes and claims arising out of or relating to this
Agreement; provided that, Section 4.3(a) shall be replaced by Section 24(b) hereof.


 


(b)          Except
as provided in Section 4.3(b) of the ESA, if You or Internap sues in court against the other for a breach of any provision of this
Agreement or regarding any dispute arising from the subject matter of this Agreement, the prevailing party will be entitled to
recover its attorney’s fees and court costs, regardless of which party initiated the proceedings. If there is no prevailing
party, Internap and You will each bear their own costs and attorneys’ fees incurred.


 




    	 	 	 Page 9



     


    


 


IN WITNESS WHEREOF, the parties have executed
this General Release and Separation Agreement as of the date indicated below:


 


	 	 
	Satish Hemachandran	 
	 	 
	Date:_________________ , 2016	 
	 	 
	INTERNAP CORPORATION	 
	 	 
	                                                  	 
	By: Peter D. Aquino	 
	Title: President and CEO	 
	Date: _________________ , 2016	 


 




    	 	 	 Page 10



     


    


 


Schedule
a


ACCELERATION
OF UNVESTED EQUITY


 


Acceleration of 25% of Unvested Stock Option Granted in 2016
(Note: All other unvested stock options previously granted will be forfeited upon Your Termination Date)


 


	Grant Number	 	Type of Equity	 	Grant Date	 	Number of 
 Options/Shares to be 
 Accelerated	 
	10275	 	Stock Option	 	2/22/2016	 	 	16,590	 



 


Acceleration of 25% of Unvested Restricted Stock (Note: All
other unvested equity awards previously granted will be forfeited upon Your Termination Date)


 


	Grant Number	 	Type of Equity	 	Grant Date	 	Number of 
 Options/Shares to be 
 Accelerated	 
	9680	 	Restricted Stock	 	9/29/2014	 	 	2,500	 
	9694	 	Restricted Stock	 	1/12/2015	 	 	1,875	 
	10268	 	Restricted Stock	 	02/22/2016	 	 	5,582	 



 




    	 	 - 11 -	Separation Agreement – Schedule A



     


    


 


Schedule
B


EXTENSION
OF EXERCISE PERIOD OF VESTED OPTIONS


 


Extension of Exercise Period of Vested Options (Note: All
options below, other than grant 10275, have vested by their terms)


 


	Grant Number	 	Grant Date	 	Number of
 Options
	 	 	Exercise
 Price
	 	 	Expiration Date
	9682	 	9/29/2014	 	 	16,250	 	 	$	6.84	 	 	12/01/2017
	9695	 	1/12/2015	 	 	9,167	 	 	$	8.28	 	 	12/01/2017
	10275	 	2/22/2016	 	 	16590	 	 	$	2.00	 	 	12/01/2017



 




    	 	 - 12 -	Separation Agreement – Schedule B




     


    


 


SCHEDULE C


Internap
Senior Vice President Retention Program


 


Cash Payment: $31,250.00 paid as of Your Termination Date.


 


Accelerated Restricted Stock Units: 15,514 units vested and
settled as of Your Termination Date.


 




    	 	 - 13 -	Separation Agreement – Schedule C




     


    


 


SCHEDULE D


Letter of
resignation


 




    	 	 - 14 -	Separation Agreement – Schedule D




     


    


 


_________________, 2016


 


Internap Corporation


One Ravinia Drive, Suite 1300


Atlanta, Georgia 30346


 


Re: Resignation of officer and/or director positions


 


Dear Pete,


 


Effective December 1, 2016, I resign from any
officer and/or director position I hold with Internap Corporation (the “Company”). This action is not the result of
any disagreement with the Company or the Board of Directors relating to the Company’s operations, policies, or practices.


 


	 	Sincerely,
	 	 
	 	Satish Hemachandran


 








    	 	 - 15 -	Separation Agreement – Schedule D