INTERNAP NETWORK SERVICES CORP
EXHIBIT 10.2
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<P ALIGN="RIGHT"><FONT SIZE=2><B>Exhibit 10.2  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="mc1165_employment_agreement"> </A>
<A NAME="toc_mc1165_1"> </A>
<BR></FONT><FONT SIZE=2><B>EMPLOYMENT AGREEMENT    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Employment Agreement (the "Agreement") is entered into as of March&nbsp;28, 2002 (the "Effective Date"), by and between Internap Network Services
Corporation (the "Company") and Gregory A. Peters ("Executive") (collectively the "Parties"). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>1.&nbsp;&nbsp;&nbsp;&nbsp;Position and Duties</B></FONT><FONT SIZE=2>. Executive shall serve as the President and Chief Executive Officer for the Company, with such duties,
authorities and responsibilities as are commensurate with such position. Executive shall report to the Company's Board of Directors, and shall work from the Company's office in Seattle, Washington. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>2.&nbsp;&nbsp;&nbsp;&nbsp;Base Salary.</B></FONT><FONT SIZE=2> Executive shall receive an annual base salary of $350,000 ("Base Salary"). Payment of Base Salary shall be
subject to standard payroll tax withholdings and deductions. Executive's Base Salary shall be paid semi-monthly in accordance with the Company's standard payroll practices. Executive's
Base Salary may be increased from time to time by the Company's Board of Directors (the "Board") in its sole discretion. Executive's Base Salary may not be decreased without Executive's written
consent, except in the event of a reduction in Executive's compensation that is pursuant to a compensation reduction program affecting substantially all of the employees of the Company. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>3.&nbsp;&nbsp;&nbsp;&nbsp;Discretionary Bonus</B></FONT><FONT SIZE=2>. Executive shall be eligible to receive a discretionary bonus ranging from fifty percent (50%) to up
to one hundred fifty percent (150%) of Executive's Base Salary based on the Company's performance and contributions made by Executive, as evaluated by the Board in its sole and reasonable discretion
(the "Discretionary Bonus"). The Board, in its sole and reasonable discretion, shall determine the amount of any such Discretionary Bonus. Payment of the Discretionary Bonus shall be made on the
Company's first regular payroll date following the Board's determination that the Discretionary Bonus is payable, and the Discretionary Bonus shall be subject to standard payroll tax withholdings and
deductions. To be eligible for the Discretionary Bonus, Executive must be employed by the Company on the last day of the period for which the Discretionary Bonus is paid. The performance goals to
which the Discretionary Bonus is subject and the period during which performance will be evaluated, shall be determined within ninety (90)&nbsp;days of the Effective Date. If the period during which
performance will be evaluated is less than a full calendar year, the amount of Base Salary upon which the Discretionary Bonus is based shall be prorated based on the number of days Executive was an
employee of the Company during the evaluation period divided by 365. If the performance goals to which the Discretionary Bonus is subject and the period during which performance will be evaluated
cannot be mutually agreed to within ninety (90)&nbsp;days of the Effective
Date, (i)&nbsp;the Company and Executive may mutually agree to extend such ninety (90)&nbsp;day period or (ii)&nbsp;Executive may terminate his employment with the Company for Good Reason (as
defined below) and Executive shall be entitled to a cash severance payment equal to three (3)&nbsp;months of Executive's Base Salary; </FONT><FONT SIZE=2><I>provided,
however,</I></FONT><FONT SIZE=2> that the Company shall not be liable for severance payments to Executive as described in Section&nbsp;13 or 14 below and that no severance payment shall be made
pursuant to this Section&nbsp;3 until a valid release has been Executed and becomes effective in accordance with Section&nbsp;16 hereof. Executive and the Company hereby agree to act in good faith
to determine the performance goals to which the Discretionary Bonus is subject and the period during which performance will be evaluated. The Board, from time to time in its sole discretion, may award
additional discretionary bonuses to Executive in amounts and subject to performance goals and evaluation periods as determined by the Board in its sole discretion. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>4.&nbsp;&nbsp;&nbsp;&nbsp;Relocation.</B></FONT><FONT SIZE=2> Executive shall relocate his primary residence to the greater Seattle, Washington area no later than
October&nbsp;1, 2002. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>5.&nbsp;&nbsp;&nbsp;&nbsp;Relocation Allowance.</B></FONT><FONT SIZE=2> A Relocation Allowance of up to a maximum of $100,000 (plus a one-time tax gross up
payment on that portion of the Relocation Allowance that is not attributable to qualified moving expenses as defined in Section&nbsp;217(b) of the Internal Revenue Code of 1986, as </FONT></P>

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<P><FONT SIZE=2>
amended) shall be paid to Executive in accordance with the Company's relocation policy, attached hereto as Exhibit&nbsp;A. In the event Executive terminates his employment with the Company without
Good Reason and prior to the first anniversary of the Effective Date, then, in accordance with the Company's relocation policy, Executive must repay a pro rata portion of the Relocation Allowance
calculated as follows: </FONT></P>

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<TD WIDTH="16%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="36%" ALIGN="CENTER"><FONT SIZE=2><U>365&nbsp;-&nbsp;number of days of employment</U></FONT></TD>
<TD WIDTH="7%"><FONT SIZE=2>&nbsp;&nbsp;x&nbsp;&nbsp;</FONT></TD>
<TD WIDTH="20%"><FONT SIZE=2>Relocation Allowance</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="16%"><FONT SIZE=2>&nbsp;</FONT></TD>
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<TD WIDTH="16%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="36%" ALIGN="CENTER"><FONT SIZE=2>365</FONT></TD>
<TD WIDTH="7%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="20%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>6.&nbsp;&nbsp;&nbsp;&nbsp;Relocation Expenses.</B></FONT><FONT SIZE=2> In addition to the Relocation Allowance payable under Section&nbsp;5 hereof, the Company shall pay
for up to four (4)&nbsp;round coach class trip housing searches for Executive or Executive's spouse between San Francisco, California and Seattle and for reasonable lodging in Seattle, each trip not
to last more than five (5)&nbsp;days. Executive must arrange all trips through the Company's travel department and in accordance with the Company's travel policy. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>7.&nbsp;&nbsp;&nbsp;&nbsp;Equity Compensation.</B></FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(a)&nbsp;&nbsp;Stock Option Grant.</B></FONT><FONT SIZE=2> The Company shall grant a stock option to Executive to purchase up to 2,400,000 shares of the common
stock of the Company (the "Option"), subject to the approval of the Board or the Compensation Committee, and subject to the terms and conditions of the Company's Amended 1999 Equity Incentive Plan and
the Stock Option Grant Notice and Stock Option Agreement issued to Executive. Twenty-five percent (25%) of the shares subject to the Option shall vest on the first anniversary of the
Effective Date and 1/48<SUP>th</SUP> of the shares shall vest monthly thereafter. The exercise price of the Option shall be equal to the closing price of the underlying common stock on the date of
grant. The Option will terminate ten (10)&nbsp;years from the date of grant unless sooner terminated due to Executive's termination of employment. In the event of Executive's termination of
employment other than for Cause (as defined in Section&nbsp;14 below), Executive shall have one (1)&nbsp;year from his date of termination to exercise the vested portion of his Option. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(b)&nbsp;&nbsp;Performance-Based Stock Option Grant.</B></FONT><FONT SIZE=2> The Company shall grant a stock option to Executive to purchase up to 1,000,000
shares of the common stock of the Company (the "Performance-based Option"), subject to the approval of the Board or the Compensation Committee, and subject to the terms and conditions of the Company's
Amended 1999 Equity Incentive Plan and/or the Company's 1998 Stock Option/Stock Issuance Plan, as amended and restated and the Stock Option Grant Notice and Stock Option Agreement issued to Executive.
One hundred percent (100%) of the shares subject to the Performance-based Option shall vest on the sixth (6<SUP>th</SUP>) anniversary of the date of grant; </FONT><FONT SIZE=2><I>provided,
however,</I></FONT><FONT SIZE=2> that the vesting of the Performance-based Option shall accelerate upon the achievement of certain performance goals, which goals shall be similar in nature to the
performance goals relating to the Discretionary Bonus described in Section&nbsp;3 hereof. The exercise price of the Performance-based Option shall be equal to the closing price of the underlying
common stock on the date of grant, which shall not be more than ninety (90)&nbsp;days from the Effective Date, unless mutually agreed by the Company and Executive. The option will terminate ten
(10)&nbsp;years from the date of grant unless sooner terminated due to Executive's termination of employment. The performance goals, achievement of which will result in accelerated vesting, shall be
determined within ninety (90)&nbsp;days of the Effective Date. Executive and the Company hereby agree to act in good faith to determine such performance goals. The Board, from time to time in its
sole discretion, may award additional performance-based options to Executive in amounts and subject to performance goals as determined by the Board in its sole discretion. In the event of Executive's
termination of employment other than for Cause (as defined below), Executive shall have one (1)&nbsp;year from his date of termination to exercise the vested portion of his Performance-based Option. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>8.&nbsp;&nbsp;&nbsp;&nbsp;Employee Benefits</B></FONT><FONT SIZE=2>. Executive shall be entitled to participate in all employee benefit, welfare, vacation (as provided in
Section&nbsp;9 below), and other plans, practices, policies and programs generally applicable to employees of the Company. Except as provided herein, the Company reserves the right to modify
Executive's compensation and benefits from time to time, as it deems necessary. </FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>9.&nbsp;&nbsp;&nbsp;&nbsp;Vacation.</B></FONT><FONT SIZE=2> Executive shall accrue eighteen (18)&nbsp;days of combined vacation/sick leave annually. Executive also shall
receive three (3)&nbsp;personal days each year. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>10.&nbsp;&nbsp;Attorneys' Fees.</B></FONT><FONT SIZE=2> The Company shall reimburse Executive up to $7,500 (plus a one-time tax bonus of up to a
maximum of $5,500) for reasonable attorneys' fees (based on a time-based bill) related to the negotiation of his terms of employment with the Company. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>11.&nbsp;&nbsp;Business Travel.</B></FONT><FONT SIZE=2> Executive shall arrange all business travel through the Company's travel department in accordance with
the Company's travel policy. Domestic air travel (including Canada) shall be coach class and international air travel (except to Canada) shall be business class. Business travel to Seattle and other
locations as required from Executive's current residence in San Francisco shall be paid by the Company through October&nbsp;1, 2002, in accordance with the Company's travel policy. After
October&nbsp;1, 2002, all of Executive's business travel shall initiate from Seattle. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>12.&nbsp;&nbsp;Nature of Employment</B></FONT><FONT SIZE=2>. Executive's employment with the Company shall be at-will. Both Executive and the
Company shall have the right to terminate the employment relationship at any time, with or without cause, and with or without advance notice. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>13.&nbsp;&nbsp;Severance Payments.</B></FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(a)&nbsp;&nbsp;</B></FONT><FONT SIZE=2>Upon Executive's involuntary termination of employment without Cause (as defined below) or voluntary termination of
employment for Good Reason (as defined in Section&nbsp;14 below) (i)&nbsp;prior to the first anniversary of the Effective Date, Executive shall receive a cash severance payment equal to
Executive's then current Base Salary multiplied by the number of days Executive has been employed by the Company divided by 365, or (ii)&nbsp;on or after the first anniversary of the Effective Date,
Executive shall receive a cash severance payment equal to twelve (12)&nbsp;months of Executive's then current Base Salary. Payment of such severance payments shall be subject to standard payroll tax
withholdings and deductions. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(b)&nbsp;&nbsp;</B></FONT><FONT SIZE=2>In addition to the severance benefits provided in Section&nbsp;13(a) above, as applicable, upon Executive's involuntary
termination of employment without Cause prior to the first anniversary of the Effective Date but more than three (3)&nbsp;months after the Effective Date, 25% of the shares subject to Executive's
Option (as defined in Section&nbsp;7(a) hereof but not including the Performance-based Option defined in Section&nbsp;7(b) hereof) shall vest and become immediately exercisable. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(c)&nbsp;&nbsp;</B></FONT><FONT SIZE=2>No payment or stock option acceleration shall be awarded pursuant to this Section&nbsp;13 until a valid release has
been executed by Executive and becomes effective in accordance with Section&nbsp;16 hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(d)&nbsp;&nbsp;</B></FONT><FONT SIZE=2>No payment or stock option acceleration shall be awarded pursuant to this Section&nbsp;13 if Executive also is eligible
for payments and/or benefits under Section&nbsp;14 hereof. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>14.&nbsp;&nbsp;Change in Control Severance Payments</B></FONT><FONT SIZE=2>. </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(a)&nbsp;&nbsp;</B></FONT><FONT SIZE=2>Upon Executive's involuntary termination of employment without Cause (as defined below) or voluntary termination of
employment for Good Reason, within thirteen (13)&nbsp;months of a Change in Control, Executive shall receive the following benefits: </FONT></P>

<UL>
<UL>
<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2><B>(i)</B></FONT></DT><DD><FONT SIZE=2>One hundred percent (100%) of Executive's unvested stock option shall become immediately vested and
exercisable, and
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2><B>(ii)</B></FONT></DT><DD><FONT SIZE=2>(A) prior to the first anniversary of the Effective Date, a cash severance payment equal to Executive's
then current Base Salary and earned Discretionary Bonus, if any and as determined by the Board in its sole and reasonable discretion, each multiplied by the number of days Executive has been employed
by the Company divided by 365, or (B)&nbsp;on or after the first anniversary of the Effective Date, a cash severance payment equal to twelve (12)&nbsp;months of Executive's then current Base
Salary and earned Discretionary Bonus, if any and as determined by the Board in its sole and reasonable discretion. Payment of such severance payments shall be subject to standard payroll tax
withholdings and deductions. </FONT></DD></DL>
</UL>
</UL>
</UL>
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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(b)&nbsp;&nbsp;</B></FONT><FONT SIZE=2>Executive shall receive no benefits pursuant to this Section&nbsp;14 until a valid release has been executed by
Executive and becomes effective in accordance with Section&nbsp;16 hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(c)&nbsp;&nbsp;</B></FONT><FONT SIZE=2>For purposes of this Agreement, Change in Control shall mean any of the following: (i)&nbsp;a sale, lease or other
disposition of all or substantially all of the assets of the Company, (ii)&nbsp;a merger or consolidation in which the Company is not the surviving corporation; (iii)&nbsp;a reverse merger in
which the Company is the surviving corporation but the shares of common stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the
form of securities, cash or otherwise; or (iv)&nbsp;an acquisition by any person, entity or group within the meaning of Section&nbsp;13(d) or 14(d) of the Exchange Act of 1934, as amended (the
"Exchange Act"), or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Company or an affiliate of the Company) of the beneficial
ownership (within the meaning of Rule&nbsp;13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of the Company representing at least fifty percent (50%)
of the combined voting power entitled to vote in the election of Directors. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(d)&nbsp;&nbsp;</B></FONT><FONT SIZE=2>For the purposes of this Agreement, Cause shall mean: (i)&nbsp;Executive's misconduct or dishonesty that materially
adversely affects the Company, including without limitation (A)&nbsp;an act materially in conflict with the financial interests of the Company, (B)&nbsp;an act that materially damages the
reputation or customer relations of the Company as reasonably determined by the Company, (C)&nbsp;conduct constituting sexual harassment or other violation of the civil rights of coworkers as
reasonably determined by a qualified, independent investigator, (D)&nbsp;failure to obey any lawful instruction of the Board, with thirty (30)&nbsp;days to cure such failure after written notice
from the Board, and (E)&nbsp;failure to comply with, or perform any duty required under, the terms of any confidentiality, inventions or non-competition agreement Executive may have with
the Company (including the Employee Confidentiality, Inventions Assignment, Non-raiding and Non-competition Agreement attached hereto as Exhibit&nbsp;B), or
(ii)&nbsp;Executive's acts constituting the unauthorized disclosure of any of the trade secrets or confidential information of the Company, unfair competition with the Company or the inducement of
any customer of the Company to breach any contract with the Company. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(e)&nbsp;&nbsp;</B></FONT><FONT SIZE=2>For the purposes of this Agreement, Good Reason shall mean any one of the following events which occurs without
Executive's consent: (i)&nbsp;any significant diminution in Executive's title, authority or responsibility; (ii)&nbsp;any reduction in Executive's the annual cash compensation currently payable to
Executive; (iii)&nbsp;a change of more than fifty (50)&nbsp;miles from Executive's permanent workplace without Executive's consent. In addition to the foregoing and for purposes of
Section&nbsp;3 of this Agreement only, Good Reason shall mean failure of the Company and Executive to mutually agree on the performance goals to be determined pursuant to Section&nbsp;3. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>15.&nbsp;&nbsp;Parachute Payments</B></FONT><FONT SIZE=2>. If any cash compensation payment, employee benefits or acceleration of vesting of stock options or
other stock awards Executive would receive in connection with a Change in Control ("Payment") would (i)&nbsp;constitute a "parachute payment" within the meaning of Section&nbsp;280G of the
Internal Revenue Code of 1986, as amended (the "Code"), and (ii)&nbsp;but for this sentence, be subject to the excise tax imposed by Section&nbsp;4999 of the Code (the "Excise Tax"), then such
Payment shall be equal to the Reduced Amount. The "Reduced Amount" shall be either (x)&nbsp;the largest portion of the Payment that would result in no portion of the Payment being subject to the
Excise Tax or (y)&nbsp;the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes,
income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive's receipt, on an after-tax basis, of the greater amount of the Payment
notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting "parachute payments" is necessary so that the Payment
equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (</FONT><FONT SIZE=2><I>provided, however,</I></FONT><FONT SIZE=2> that
such election shall be subject to Company approval if made on or after the effective date of the Change of Control): reduction of cash payments; reduction of employee benefits; and cancellation of
accelerated vesting of stock awards. In the event that acceleration of vesting of stock award compensation is to be reduced, </FONT></P>

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such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive's stock awards unless Executive elects in writing a different order for cancellation. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the
accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group
effecting the Change in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to
the determinations by such accounting firm required to be made hereunder. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within
fifteen (15)&nbsp;calendar days after the date on which Executive's right to a Payment arises (if requested at that time by the Company or Executive) or at such other time as requested by the
Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the
Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determination of the accounting firm made
hereunder shall be final, binding and conclusive upon the Company and Executive. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>16.&nbsp;&nbsp;Release.</B></FONT><FONT SIZE=2> Upon termination of Executive's employment, Executive shall execute and provide the Company with an effective
release in the form attached hereto as Exhibit&nbsp;B (the "Release"), as a condition of Executive's receipt of any severance benefits provided under this Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>17.&nbsp;&nbsp;Employee Confidentiality, Non-Raiding, Inventions Assignment and Non-Competition Agreement.</B></FONT><FONT SIZE=2>
Executive shall execute the Employee Confidentiality, Non-Raiding, Inventions Assignment and Non-Competition Agreement, attached hereto as Exhibit&nbsp;C (the
"Confidentiality Agreement"). Executive's duties under the Confidentiality Agreement shall survive termination of Executive's employment with the Company. Notwithstanding the provisions of the
Confidentiality Agreement, following Executive's termination of employment with the Company, if Executive wishes to compete (as described in Section&nbsp;6 of the Confidentiality Agreement) with the
Company during the one year period after his termination of employment (the "Non-Compete Period"), Executive will submit a bona fide written offer of employment he has received from a
prospective employer to the Chairman of the Board, who will analyze such proposed employment in light of the then current facts and circumstances, and who, in his or her sole and reasonable
discretion, may provide a written waiver of all or a portion of the non-compete limitations imposed on Executive in Section&nbsp;6 of the Confidentiality Agreement, and if such written
waiver is unreasonably withheld, Executive shall remain subject to the non-compete limitations under Section&nbsp;6 of the Confidentiality Agreement but shall, in exchange for a Release,
receive a severance payment of 12&nbsp;months of Base Salary less any severance payments owed to Executive under Section&nbsp;3, Section&nbsp;13(a) or Section&nbsp;14(a)(ii)&nbsp;of this
Agreement, if any, with such amount to be paid pro rata over the then remaining portion of the Non-Compete Period. It is understood that the second paragraph of Section&nbsp;6 of the
Confidentiality Agreement, pertaining to Executive's non-solicitation obligations, is not subject to the potential waiver described in the preceding sentence and will remain in full force
and effect pursuant to its terms, and that Executive will fully defend, indemnify and hold harmless the Company for any claims brought against it by Executive or third parties as a result of any
decision the Company makes not to waive Executive's non-compete limitations under the Confidentiality Agreement during the Non-Compete Period. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>18.&nbsp;&nbsp;Company Policies and Procedures</B></FONT><FONT SIZE=2>. As an employee of the Company, Executive will be expected to abide by all of the
Company's policies and procedures. The general employment policies and procedures of the Company also shall govern Executive's employment relationship with the Company,
except that when the terms of this Agreement differ from or are in conflict with the Company's general employment policies or procedures, this Agreement shall control. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>19.&nbsp;&nbsp;Indemnity.</B></FONT><FONT SIZE=2> The Company shall indemnify Executive for claims, causes of action, demands or suits relating to Executive's
employment with the Company or to any acts taken by him as an employee, officer, director, if applicable, or agent of the Company. </FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>20.&nbsp;&nbsp;General Provisions</B></FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(a)&nbsp;&nbsp;</B></FONT><FONT SIZE=2>This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their
respective successors, assigns, heirs, executors, administrators, except that Executive may not assign any of his or her duties hereunder and Executive may not assign any of his or her rights
hereunder without the written consent of the Company, which shall not be withheld unreasonably. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(b)&nbsp;&nbsp;</B></FONT><FONT SIZE=2>This Agreement, together with its exhibits (the Relocation Policy, Release Agreement and Employee Confidentiality,
Non-Raiding, Inventions Assignment and Non-Competition Agreement and its exhibits Prior Inventions, Limited Exclusion Notification and Arbitration Agreement), constitutes the
complete, final and exclusive embodiment of the entire agreement between the Parties with regard to the subject matter hereof. It is entered into without reliance on any promise or representation,
written or oral, other than those expressly contained herein, and it supersedes any other such promises or representations. This Agreement shall be governed by and construed in accordance with the
laws of the State of Washington, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This
Agreement may not be amended or modified otherwise than by a written agreement executed by the Parties hereto or their respective successors and legal representatives. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(c)&nbsp;&nbsp;</B></FONT><FONT SIZE=2>The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement. Any invalid or unenforceable provision shall be modified so as to be rendered valid and enforceable in a manner consistent with the intent of the Parties insofar
as possible. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(d)&nbsp;&nbsp;</B></FONT><FONT SIZE=2>A failure of Executive or the Company to insist upon strict compliance with any provision of this Agreement or the
failure to assert any right Executive or the Company may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(e)&nbsp;&nbsp;</B></FONT><FONT SIZE=2>From and after the Effective Date, this Agreement shall supersede any employment, severance, change of control or other
agreement, whether oral or written, between the Parties with respect to the subject matter hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(f)&nbsp;&nbsp;&nbsp;&nbsp;</B></FONT><FONT SIZE=2>This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>IN WITNESS WHEREOF</B></FONT><FONT SIZE=2>, the Parties have executed this Agreement effected as of the day and year first above written. </FONT></P>

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<TD COLSPAN=3 ALIGN="CENTER" VALIGN="TOP"><BR><FONT SIZE=2> /s/&nbsp;&nbsp;</FONT><FONT SIZE=2>GREGORY A. PETERS</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2><B>GREGORY A. PETERS<BR> </B></FONT></TD>
<TD WIDTH="3%" VALIGN="TOP"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
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<TD COLSPAN=3 VALIGN="TOP"><BR><FONT SIZE=2><B>INTERNAP NETWORK SERVICES CORPORATION</B></FONT></TD>
<TD WIDTH="3%" VALIGN="TOP"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
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&nbsp;</FONT></TD>
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By:</FONT></TD>
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/s/&nbsp;&nbsp;</FONT><FONT SIZE=2>EUGENE EIDENBERG</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2><B>EUGENE EIDENBERG<BR>
CHAIRMAN&nbsp;&amp; CEO</B></FONT></TD>
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&nbsp;</FONT></TD>
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<P><FONT SIZE=2>Exhibit&nbsp;A&#151;Relocation
Policy<BR>
Exhibit&nbsp;B&#151;Release Agreement<BR>
Exhibit&nbsp;C&#151;Employee Confidentiality, Non-Raiding, Inventions Assignment and Non-Competition Agreement </FONT></P>

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