adayletter102420191






                                                                                                                                                                    October 24, 2019   Mr. Andrew Day  196 Gloucester Avenue  Oakville, Ontario L6J 3W6          Re:   Severance     Dear Andy:    I am pleased  to inform you that the severance provisions in your Employment Contract dated  March 30, 2017, by and between you and Internap Corporation and its subsidiary Technologies  IWeb, Inc. (the “Company”), as amended by your Promotion Letter dated December 13, 2018  (collectively, the “Employment Agreement”) has been revised and replaced as follows:          SEVERANCE:  Subject to the Release requirement described below, you will also        be eligible for severance (i) equal to 12 months base salary plus target bonus (as if        you met 100% of target bonus objectives) upon a termination without Cause (as        defined below), payable over 12 months in accordance with the normal payroll        cycles of the Company; or (ii) equal to 12 months base salary plus target bonus (as        if you met 100% of target bonus objectives) multiplied by 1.5, payable over 12        months  in  accordance  with  the  normal  payroll  cycles  of  the  Company,  for  a        termination without Cause within 24 months following a Change in Control (as        defined in the Internap Corporation 2017 Stock Incentive Plan).  “Cause” means        the occurrence of any of the following: (i) the willful and continued failure by you        to substantially perform your material duties to the Company; (ii) your willful and        continued failure to substantially follow and comply with such specific and lawful        directives of the Company that are not inconsistent with your position; (iii) you        have been convicted of, or pleaded nolo contendere to a felony involving moral        turpitude; (iv) you have engaged in fraud against the Company or misappropriated        Company  property  or  the  property  of  the  Company’s  Affiliates  (other  than        incidental  property)  resulting  in  a  material  economic  or  financial  injury  to  the        Company or any Affiliate; (v) you materially breach any Company policy, which        breach causes (A) financial to the Company or (B) real or potential reputational        harm to the Company.        Release Requirement.  The obligation of the Company to make severance payments        described above is subject to your delivering to the Company an executed release        of claims in a form prepared by and acceptable to the Company (the “Release”)        and any applicable revocation period with respect to said Release expiring (without 





 






                                                                                       a revocation by you) within 60 days following your termination of employment.         Subject to any six-month delay required pursuant to the following paragraph, the        severance payments shall commence on the first payroll date following the end of        said 60 day period, provided that, the cumulative amount that would have otherwise        been payable to you during such 60 day period shall be paid to you in a lump sum        on such first payroll date following the end of the 60 day period. For the avoidance        of doubt, the Release shall also require an acknowledgement and/or restatement of        any post-termination obligations to the Company you may have at the time of your        termination, including any non-competition, non-solicitation, confidentiality and        invention obligations.          If you have any questions, please give me a call.  Sincerely,    /s/ Peter D. Aquino  Peter D. Aquino    Agreed and accepted:      /s/ Andrew Day    Andrew Day