INTERNAP NETWORK SERVICES CORPORATION
2002 STOCK COMPENSATION PLAN
Adopted on September 10, 2002
Purpose of the Plan . The purposes of this Internap Network Services Corporation 2002
Stock Compensation Plan (the “Plan”) are to attract and retain the best available personnel for the Company and
its Affiliates, to provide additional incentive to personnel of the Company and its Affiliates and to promote the
success of the Company’s and its Affiliates’ businesses. Options granted under the Plan shall be nonstatutory
Definitions . As used herein, the following definitions shall apply:
“ Administrator ” means the Board or any of its Committees appointed pursuant to
Section 4 of the Plan.
“ Affiliate ” means any Person that directly or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with the Company, whether now
or hereafter existing.
“ Affiliated Group ” means the group consisting of the Company and its Affiliates.
“ Applicable Laws ” means the legal requirements relating to the administration of
stock compensation plans under applicable U.S. state corporate laws, U.S. federal and applicable state
securities laws, the Code, any stock exchange rules or regulations and the applicable laws of any other
country or jurisdiction where stock awards are granted, as such laws, rules, regulations and requirements
shall be in place from time to time.
“ Board ” means the Board of Directors of the Company.
“ Code ” means the U.S. Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder.
“ Committee ” means the committee of one or more members of the Board appointed
by the Board in accordance with paragraph (a) of Section 4 of the Plan.
“ Common Stock ” means the common stock of the Company.