INTERNAP NETWORK SERVICES CORPORATION
1998 STOCK OPTION/STOCK ISSUANCE PLAN
AMENDED AND RESTATED SEPTEMBER 20, 2000
This 1998 Stock Option/Stock Issuance Plan is intended to promote the interests of InterNAP Network
Services Corp. (the "Corporation") by providing eligible individuals who are responsible for the management,
growth and financial success of the Corporation or who otherwise render valuable services to the Corporation
with the opportunity to acquire a proprietary interest, or increase their proprietary interest, in the Corporation and
thereby encourage them to remain in the service of the Corporation.
Capitalized terms used herein shall have the meanings ascribed to such terms in Section 6 of this Article I.
STRUCTURE OF THE PLAN
The Plan shall be divided into two separate components: the Option Grant Program specified in Article II
and the Stock Issuance Program specified in Article III. The provisions of Articles I, IV and V of the Plan shall
apply to both the Option Grant Program and the Stock Issuance Program and shall accordingly govern the
interests of all individuals in the Plan.
ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board. The Board at any time may appoint a
Committee and delegate to such Committee some or all of the administrative powers allocated to the Board
pursuant to the provisions of the Plan. Members of the Committee shall serve for such period of time as the
Board may determine and shall be subject to removal by the Board at any time. The Board at any time may
terminate the functions of the Committee and reassume all powers and authority previously delegated to the
The Plan Administrator (either the Board or the Committee, to the extent the
Committee is at the time responsible for the administration of the Plan) shall have full power and authority (subject