Exhibit 10.2


    
      
        

      


      Exhibit
        10.2



    FORM
      OF

    INTERNAP
      NETWORK SERVICES CORPORATION 

    AMENDED
      AND RESTATED 2005 INCENTIVE STOCK PLAN 

     

    NON-ISO

    STOCK
      OPTION CERTIFICATE

     

    1.    Grant
      of Option.    Internap
      Network Services Corporation, a Delaware corporation (the “Company”),
      hereby grants to Optionee (“Optionee”)
      named
      in the Notice of Grant of Stock Option (the “Notice”),
      an
      option (the “Option”)
      to
      purchase a total number of shares of Stock (the “Shares”)
      set
      forth in the Notice, at the exercise price per share (the “Exercise
      Price”)
      set
      forth in the Notice, subject to the terms, definitions and provisions of the
      Internap Network Services Corporation Amended and Restated 2005 Incentive Stock
      Plan (the “Plan”),
      which
      is incorporated herein by reference, and the terms of this Stock Option
      Certificate (the “Certificate”).
      Unless otherwise defined herein, the terms defined in the Plan shall have the
      same defined meanings in this Certificate. In the event of a conflict between
      the terms and conditions of the Plan and the terms and conditions of this
      Certificate, the terms and conditions of the Plan shall prevail. This option
      is
      a Non-ISO. 

     

    2.    Exercise
      of Option.    This
      Option shall be exercisable during its term in accordance with the vesting
      schedule set out in the Notice so long as Optionee is an Eligible Employee
      or a
      Director, as the case may be, and with the provisions of Section 7.5(b) of
      the
      Plan as set forth below. A change in status of Optionee from his or her status
      at the time of grant (i.e., (i) Optionee is a Director at the time of grant
      and
      subsequently becomes an Eligible Employee or (ii) Optionee is an Eligible
      Employee at the time of grant and subsequently becomes a Director) shall be
      deemed a termination of employment or service with the Company at the time
      of
      such change in status whereupon, unless otherwise provided by the Committee
      in
      its sole discretion, vesting of the Shares shall immediately cease in full.
      

     

    (a)    Right
      to Exercise.
      

     

    (i)    This
      Option may not be exercised for a fraction of a Share. 

     

    (ii)    In
      the event of Optionee’s death, disability or other termination of employment or
      service with the Company, the exercisability of the Option is governed by
      Sections 5, 6, and 7 below, subject to the limitation contained in subsection
      2(a)(i). 

     

    (iii)    In
      no event may this Option be exercised after the date of expiration of the term
      of this Option as set forth in the Notice. 

     

    (b)    Method
      of Exercise.
      

     

    (i)    This
      Option shall be exercisable by (i) delivery of a written notice (in the form
      attached hereto as Exhibit A) which shall state the election to exercise the
      Option, the number of Shares in respect of which the Option is being exercised
      (the “Exercised
      Shares”),
      and
      such other representations and agreements as may be required by the Company
      pursuant to the provisions of the Plan or (ii) by executing a “cashless
      exercise” through the Company’s designated broker. The written notice shall be
      signed by Optionee and shall be delivered in person or by certified mail to
      the
      stock administrator of the Company and shall be accompanied by payment of the
      aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed
      to be exercised upon receipt by the Company of such written notice accompanied
      by such aggregate Exercise Price or by Optionee’s execution of a “cashless”
exercise with the Company’s designated broker. 

     

    (ii)    As
      a condition to the exercise of this Option, Optionee agrees to make adequate
      provision for federal, state or other tax withholding obligations, if any,
      which
      arise upon the exercise of the Option or disposition of Shares, whether by
      withholding, direct payment to the Company, or otherwise. 

     

    (iii)    No
      Shares will be issued pursuant to the exercise of the Option unless such
      issuance and such exercise shall comply with all relevant provisions of
      Applicable Laws. Assuming such compliance, for income tax purposes the Exercised
      Shares shall be considered transferred to Optionee on the date on which the
      Option is exercised with respect to such Exercised Shares. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.    Method
      of Payment.    Payment
      of the Exercise Price shall be by any of the following, or a combination
      thereof, at the election of Optionee: 

     

    (i)    cash;
      

     

    (ii)    check;
      

     

    (iii)    surrender
      of other Shares which (A) in the case of Shares acquired pursuant to the
      exercise of a Company option, have been owned by Optionee for more than six
      (6)
      months on the date of surrender or were not acquired, directly or indirectly,
      from the Company, and (B) have a Fair Market Value on the date of surrender
      equal to the aggregate Exercise Price of the Shares as to which the Option
      is
      being exercised; or 

     

    (iv)    delivery
      of a properly executed exercise notice together with such other documentation
      as
      the Committee and the broker, if applicable, shall require to effect an exercise
      of the Option and delivery to the Company of the sale or loan proceeds required
      to pay the aggregate Exercise Price. 

     

    4.    Restrictions
      on Exercise.    This
      Option may not be exercised if the issuance of such Shares upon such exercise
      or
      the method of payment of consideration for such Shares would constitute a
      violation of any applicable laws. 

     

    5.    Termination
      of Relationship.    In
      the event of termination of Optionee’s employment or service with the Company,
      Optionee may, but only within three months from the date of such termination
      (but in no event later than the expiration date of the term of such Option
      as
      set forth in Section 9 below), exercise the Option to the extent otherwise
      entitled to exercise it at the date of such termination. To the extent that
      Optionee was not entitled to exercise this Option at the date of such
      termination, or if Optionee does not exercise this Option within the time
      specified herein, the Option shall terminate. A change in status of Optionee
      from his or her status at the time of grant (i.e., (i) Optionee is a Director
      at
      the time of grant and subsequently becomes an Eligible Employee or (ii) Optionee
      is an Eligible Employee at the time of grant and subsequently becomes a
      Director) shall be deemed a termination of employment or service with the
      Company at the time of such change in status whereupon, unless otherwise
      provided by the Committee in its sole discretion, the provisions of this Section
      5 shall apply. 

     

    6.    Disability
      of Optionee.    Notwithstanding
      the provisions of Section 5 above, in the event of termination of Optionee’s
      employment or service with the Company as a result of Optionee’s disability (as
      defined in Section 22(e) of the Internal Revenue Code), Optionee may, but only
      within twelve (12) months from the date of such termination (but in no event
      later than the expiration date of the term of such Option as set forth in
      Section 9 below), exercise the Option to the extent otherwise entitled to
      exercise it at the date of such termination. To the extent that Optionee was
      not
      entitled to exercise this Option at the date of such termination, or if Optionee
      does not exercise this Option within the time specified herein, the Option
      shall
      terminate. 

     

    7.    Death
      of Optionee.    In
      the event of the death of Optionee, the Option may be exercised at any time
      within twelve (12) months following the date of Optionee’s death (but in no
      event later than the date of expiration of the term of this Option as set forth
      in Section 9 below), by Optionee’s estate, by a person who acquired the right to
      exercise the Option by bequest or inheritance or by the laws of descent and
      distribution or by a beneficiary designated to exercise the Option upon the
      Optionee’s death pursuant to Section 8, but only to the extent Optionee could
      exercise the Option at the date of death. To the extent that Optionee was not
      entitled to exercise this Option at the date of such termination, or if
      Optionee’s estate, the person who acquired the right to exercise the Option by
      bequest or inheritance or by the laws of descent and distribution or the
      beneficiary designated to exercise the Option upon the Optionee’s death pursuant
      to Section 8 does not exercise this Option within the time specified herein,
      the
      Option shall terminate. 

     

    8.    Non-Transferability
      of Option.    This
      Option may not be transferred in any manner otherwise than by will or by the
      laws of descent or distribution and may be exercised during the lifetime of
      Optionee only by Optionee. Notwithstanding the foregoing, the Optionee may,
      by
      delivering written notice to the Company, in a form satisfactory to the Company,
      designate a beneficiary who, in the event of the death of the Optionee, shall
      thereafter be entitled to exercise the Option. The terms of this Option shall
      be
      binding upon the executors, administrators, heirs, successors and assigns of
      Optionee. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.    Term
      of Option.    This
      Option may be exercised only within the term set out in the Notice, and may
      be
      exercised during such term only in accordance with the Plan and the terms of
      this Certificate. 

     

    10.    Tax
      Consequences.    Set
      forth below is a brief summary as of the date of this Option of certain United
      States federal tax consequences of exercise of this Option and disposition
      of
      the Shares under the laws in effect as of the date of grant. THIS
      SUMMARY DOES NOT ADDRESS SPECIFIC STATE, LOCAL OR FOREIGN TAX CONSEQUENCES
      THAT
      MAY BE APPLICABLE TO OPTIONEE. OPTIONEE IS RESPONSIBLE FOR CONSULTING A TAX
      ADVISER AS TO THE APPLICABLE TAX
      LAWS OF THE JURISDICTION(S) IN WHICH OPTIONEE RESIDES OR MAY BE SUBJECT TO
      TAX
      BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. OPTIONEE UNDERSTANDS
      THAT THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS
      ARE SUBJECT TO CHANGE. 

     

    (i)    Exercise
      of Non-ISO.    There
      may be a regular federal income tax liability upon the exercise of the Option.
      Optionee will be treated as having received compensation income (taxable at
      ordinary income tax rates) equal to the excess, if any, of the Fair Market
      Value
      of the Shares on the date of exercise over the Exercise Price. If Optionee
      is an
      employee or former employee of the Company, the Company will be required to
      withhold from Optionee’s compensation or collect from Optionee and pay to the
      applicable taxing authorities an amount equal to a percentage of this
      compensation income at the time of exercise. 

     

    (ii)    Disposition
      of Shares.    In
      the case of a Non-ISO, if Shares are held for more than one year after the
      date
      of exercise, any gain realized on disposition of the Shares will be treated
      as
      long-term capital gain for federal income tax purposes. 

     

    11.    Governing
      Law.    This
      Certificate shall be governed by and construed according to the laws of the
      State of Delaware without regard to its principles of conflict of laws.


     

    12.    Whole
      Certificate.    The
      Plan and Notice are hereby incorporated by reference and made a part hereof,
      and
      the Option and this Certificate shall be subject to all terms and conditions
      of
      the Plan and the Notice. 

     

    13.    Amendments.    This
      Certificate may be amended or modified at any time only by an instrument in
      writing signed by each of the parties hereto. 

     

    14.    Rights
      as a Stockholder.    Neither
      Optionee nor any of Optionee’s successors in interest shall have any rights as a
      stockholder of the Company with respect to any Shares subject to the Option
      until the date of issuance of a stock certificate for such Shares or the date
      the Shares are electronically delivered to Optionee’s brokerage account.