Exhibit 10.1


 





 


 


Internap Corporation


One Ravinia Drive, Suite 1300


Atlanta, GA 30346


 


May 7, 2015













Michael A. Ruffolo


One Ravinia Drive


Suite 1300


Atlanta, Georgia 303046


Dear Mike:


 


 


On behalf of Internap Corporation, I am pleased to offer you the
position of President and Chief Executive Officer. You will continue to serve as a director of Internap until your successor is
elected and qualified or until your earlier resignation or removal, although you no longer will be compensated after May 11, 2015
in that capacity. This letter outlines the terms of this offer, which assumes that you will commence employment on May 11, 2015.


 


Your annual base salary will be $675,000,
payable in accordance with Internap’s payroll practices, and will be reviewed annually for increase. Your annual target
bonus will be 100% of your annual base salary. Your bonus will be structured so that the maximum bonus opportunity is two times
the target bonus. However, for 2015 your bonus shall be paid at the target level (prorated for the number of days that you are
employed) on the pay period that ends August 21, 2015.


 


You will receive a cash signing bonus of $500,000,
payable upon your commencement of employment. However, if your employment terminates on or prior to May 10, 2017, under the circumstances
described in Section 1.3 of the Employment Security Agreement, which is referenced below, you shall reimburse Internap for 50%
of the signing bonus. All compensation is subject to customary withholdings and payroll practices of Internap.


 







    	 



    	 



    




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Upon commencement of employment, you will be
granted an option to purchase 300,000 shares of Internap common stock at an exercise price equal to the closing price on the day
of grant. The vesting schedule for these options will be 25% on the first anniversary of the grant date and in 36 equal monthly
installments thereafter for the remainder.


 


You also will receive a new hire grant of 300,000
shares of restricted stock. These shares of restricted stock will vest as follows: 34% on the 90th day after commencement
of your employment; 33% on the first anniversary of commencement of your employment; and 33% on the second anniversary of commencement
of your employment. Upon vesting of restricted stock you agree that minimum withholding will be paid by the automatic surrender
of shares from the award for the payment of applicable minimum withholding.


 


You will accrue paid time off annually in accordance
with Internap’s policies and programs, provided that you shall be entitled to at least twenty (20) days per year of vacation
time. Subject to Internap otherwise changing its program for executive officers generally, you will have the right to carry over
any unused paid time off subject to the maximum accrual under Internap policy. In addition, you will be eligible to participate
in the health, welfare and other benefit plans made available to Internap’s executive officers.


 


You will also be provided reimbursement of
travel and other business expenses in accordance with Company policy and practice.


 







    	 



    	 



    

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You will receive the benefit of Internap’s Employment
Security Agreement, which has been provided to you. The Employment Security Agreement is the exclusive source of your rights in
the event that your employment is terminated. You will be subject to Internap’s stock ownership guidelines applicable to
the Chief Executive Officer.


 


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,” subject to the Employment Security Agreement. In the event that your employment with the company is
terminated for any reason, you agree to immediately resign as a director of Internap 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.


 


 





	 	Sincerely yours,	 
	 	 	 
	 	/s/ Charlie Coe	 
	 	 	 
	 	Charlie Coe	 
	 	 	 
	 	On behalf of the Board of Directors	 



 







    	 



    	 



    




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I acknowledged receipt of this letter, and understand
the terms of Internap’s offer of employment.


 


 

	/s/ Michael A. Ruffolo	5-7-2015	 
	Michael A. Ruffolo	Date	
	Signature