ex10-1.htm


    
      

    

    Exhibit 10.1

     

    Internap
Network Services Corporation

    
      250
Williams Street

      Atlanta,
GA  30303

      


      January
16, 2009

      


      


      


      Eric
Cooney

      4535 E
Conway Dr NW

      Atlanta,
GA 30327

      


      Dear
Eric:

      


      On behalf
of Internap Network Services Corporation, subject to satisfactory completion of
reference checks and the RRA assessment process, I am pleased to offer you the
position of President and Chief Executive Officer.  Additionally, you
would be appointed as a director of Internap.  This letter outlines
the terms of this offer, which assumes that you would commence work on February
1, 2009.

       

      Your
annual base salary would be $600,000, payable in accordance with Internap’s
payroll practices, and would be reviewed annually for possible
increases.  Your annual target bonus would be 100% of your annual base
salary, commencing your start date.  The performance criteria
underlying the bonus for 2009 would be established by Internap’s Board of
Directors no later than March 31, 2009.  Your bonus would be
structured so that the maximum bonus opportunity is twice the target
bonus.

       

      You would
receive a cash signing bonus of $300,000, payable upon your commencement of
work.  However, if your employment terminates on or prior to March 1,
2011, under the circumstances described in Section 1.3 of the Employment
Security Plan, which is discussed below, you will be obligated to reimburse
Internap for 50% of the signing bonus.  All compensation is subject to
customary withholdings and practices of Internap.

       

      Upon
commencement of your work, you will be granted an option to purchase 600,000
shares of Internap common stock at an exercise price equal to the closing price
on the day of commencement.  The vesting schedule for these options
will be 25% on the first anniversary of the grant date and in 36 equal monthly
installments thereafter.

      


      You will
also receive a new hire grant of 300,000 shares of restricted stock. These
restricted shares will vest in four equal annual increments. Additionally, on
the first anniversary of your commencement date, you will receive a grant of
200,000 shares of restricted stock that will vest in four equal annual
increments from the date of grant.  Finally, on the second anniversary
of your commencement date, you will be granted an additional 200,000 shares of
restricted stock that will vest in four annual increments from the date of
grant.   Vesting of restricted stock is subject to the surrender
of shares for the payment of applicable taxes.

      


      You would
accrue 20 days of vacation/sick leave annually as well as three personal days
each year.  You would have the right to carry over any unused vacation
subject to the maximum accrual under the Company policy.  In addition,
you would be eligible to participate in the health, welfare and other benefit
plans made available to Internap’s executive officers.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        
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      You would
receive the benefit of Internap’s Employment Security Plan, which has been
provided to you.  Your “Joinder Agreement” to the Employment Security
Plan would provide for an “Applicable Multiple” equal to “one” in the event of a
“Qualifying Termination” other than during a “Protected Period,” and “2.5” in
the event of a “Qualifying Termination” during a “Protected Period”
(essentially, in the event of a change-in-control related
termination).  The Employment Security Plan covers all of our other
executive officers and, we believe, provides eminently fair and market-based
benefits in the event of a termination.  The Employment Security Plan
is the exclusive source of your rights in the event that your employment is
terminated.

       

      You will
be subject to Internap’s stock retention guidelines, which generally require
that you hold 50% of the shares that you receive from Internap, net after taxes
and transaction costs, for five years from the date of their
acquisition.

       

      Your
continued status as a director of Internap is subject to periodic stockholder
approval and such other limitations as might apply to directors
generally.

       

      Lastly,
your employment by Internap will be “at will.”  Both you and Internap
will have the right to terminate the employment relationship at any time with or
without cause, and with or without advance notice.  In the event that
your employment with the company is terminated for any reason, you agree to
immediately resign as a director of the Company upon request.  We are
excited about the future of Internap and are confident in your ability to lead
Internap to the next level of its development.  We hope that you will
accept this offer and look forward to a long and prosperous relationship with
you.

       

      This
offer is made on the basis of your starting your employment on February 1, 2009,
or in consideration of your transition from your current employer, a date
mutually agreed upon by February 1, 2009.  If this offer is acceptable
to you, please indicate your acceptance by signing a copy of this letter and
returning it to me.

       

                              Sincerely
yours,

      


                              /s/ Charlie
Coe

      


                              Charlie
Coe

                              On behalf of the
Board of Directors

      


      Accepted:

      


      /s/ J. Eric
Cooney