INTERNAP NETWORK SERVICES CORPORATION

1.           Award of Stock. Internap Network Services Corporation (the “Company”) hereby awards to the employee or director (“Participant”) named in the Notice of Grant of Stock Award (“Notice”), a grant of Restricted Stock (“Stock”) for the total number of shares set forth on the Notice (the “Award”), subject to the terms, definitions and provisions of the Internap Network Services Corporation 2014 Stock Incentive Plan (the “Plan”), which is incorporated herein by reference, and the terms of this Stock Grant Certificate (the “Certificate”) and Plan Prospectus. Unless otherwise defined herein, terms not defined in this Certificate shall have the meanings ascribed to them in the Plan. In the event of a conflict between the terms and conditions of the Plan and those of this Certificate, the terms and conditions of the Plan shall prevail.

 

2.           Terms of Award.

 

2.1           Lapsing of Restrictions. Subject to the limitations contained herein, the restrictions on the Award shall lapse, and the Award shall vest, as provided in the Notice, provided that vesting shall cease upon the termination of Participant’s status as an Eligible Employee or a Director. The period during which the Stock is subject to restrictions imposed by the Plan and this Certificate shall be known as the “Restricted Period.”

 

2.2           Number of Shares of Stock. The number of shares of Stock subject to the Award may be adjusted from time-to-time as provided in Section 13 of the Plan.

 

2.3           Restrictive Legends. The shares issued under the Award shall be endorsed with appropriate legends determined by the Company.

 

3.           Registration and Listing; Securities Laws.

 

3.1           Registration and Listing. The Award is conditional upon (a) the effective registration or exemption of the Plan and the Stock granted thereunder under the Securities Act of 1933 and applicable state or foreign securities laws, and (b) the effective listing of the stock on The Nasdaq Stock Market, or the Company’s then-current exchange of listing.

 

3.2           Securities Laws. By accepting the Award, Participant represents and warrants that Participant is acquiring the Stock awarded under the Notice and this Certificate for Participant’s own account and investment and without any intent to resell or distribute the Stock.

 

4.           Reaquisition of Unvested Shares. The Company shall automatically reacquire (“Reacquisition Right”) all or any part of the shares of Stock received pursuant to Participant’s Award that have not as yet vested in accordance with the vesting schedule on the Notice (“Unvested Shares”) on the following terms and conditions:

 

4.1           Escrow of Shares. The Company will hold each share of Stock issued under the Award in escrow on Participant’s behalf until such time as the share of Stock vests, at which time such share of Stock shall be released to the Participant’s account.

 

4.2           Termination of Status. The Company shall, simultaneously with termination of Participant’s status as an Eligible Employee or a Director, automatically reacquire for no consideration all

 

 

 

  4.3           Adjustment of Shares. If, from time-to-time, there is any stock dividend, stock split or other change in the character or amount of any of the outstanding Stock of the Company the Stock of which is subject to the provisions of the Award, then in such event any and all new, substituted or additional securities to which Participant is entitled by reason of ownership of the shares acquired under the Award will be immediately subject to the Reacquisition Right with the same force and effect as the shares subject to this Reacquisition Right immediately before such event.

 

  4.4           Employment Security Plan. In the event that Participant participates in the Company’s Employment Security Plan (the “ESP”) or is party to an Employment Security Agreement (an “ESA”) and there exists a conflict between the Plan or this Certificate and any term or condition of the ESP or ESA, as the case may be, the terms and conditions of the Plan or this Certificate shall prevail.

5.             Rights as a Stockholder. During the Restricted Period, Participant shall have all voting, dividend, liquidation and other rights with respect to the Stock held of record by Participant as if Participant held unrestricted Stock; provided, however, that the Unvested Shares shall be subject to any restrictions on transferability or risks of forfeiture imposed pursuant to the Plan, the Notice or this Certificate. Any noncash dividends or distributions paid with respect to Unvested Shares shall be subject to the same restrictions as those relating to the Stock awarded under this Certificate. After the restrictions applicable to the Stock lapse, Participant shall have all stockholder rights, including the right to transfer the shares, subject to such conditions as the Company may reasonably specify to ensure compliance with federal and state securities laws.

6.             No Obligation to Employ.  Nothing in this Certificate or the Plan shall confer on Participant any right to continue in the employ of, or other relationship with, the Company, or limit in any way the right of the Company to terminate Participant’s employment or other relationship at any time, with or without cause.

 

7.             Withholding. The Company shall be entitled to (a) withhold and deduct from Participant’s future wages (or from other amounts that may be due and owing to Participant from the Company), or make other arrangement for the collection of, all legally required amounts necessary to satisfy any and all federal, state and local withholding and employment-related tax requirements attributable to the Stock awarded under this Certificate, including, without limitation, the award or vesting of, or payments of dividends with respect to, the Stock; or (b) require Participant promptly to remit the amount of such withholding to the Company before taking any action with respect to the Stock. Unless the Company’s Compensation Committee provides otherwise, withholding may be satisfied by withholding common stock to be received or by delivery to the Company of previously-owned common stock of the Company. Unless the tax withholding obligations of the Company are satisfied, the Company shall have no obligation to issue a certificate for such shares or release such shares from any escrow provided for herein.

 

8.             Transferability. Until the restrictions lapse as set forth herein, the Stock granted under this Certificate may not be transferred in any manner otherwise than by will or by the laws of descent and distribution. All rights with respect to the Stock are exercisable during Participant’s lifetime only by Participant.

 

9.             Interpretation. Any dispute regarding the interpretation of this Certificate shall be submitted by Participant or the Company to the Compensation Committee for review. The resolution of