Exhibit 10.10
INTERNAP NETWORK SERVICES
CORPORATION
2002 STOCK COMPENSATION
PLAN
NONSTATUTORY
STOCK OPTION
AGREEMENT
1.
Grant of Option . Internap Network
Services Corporation, a Delaware corporation (the “
Company ”), hereby grants to Optionee (“
Optionee ”) named in the Notice of Stock Option Grant
(the “ Notice ”), an option (the “
Option ”) to purchase a total number of shares of
Common 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 2002 Stock Compensation Plan (the “ Plan
”), which is incorporated herein by reference, and the terms
of this Stock Option Agreement (the “ Agreement
”). Unless otherwise defined herein, the terms defined in the
Plan shall have the same defined meanings in this Agreement. In the
event of a conflict between the terms and conditions of the Plan
and the terms and conditions of this Agreement, the terms and
conditions of the Plan shall prevail. This option is a Nonstatutory
Stock Option.
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 Employee,
Director or Consultant, as the case may be, and with the provisions
of Section 8 and 9 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 Consultant or non-Employee Director at the
time of grant and subsequently becomes an Employee or (ii) Optionee
is an Employee at the time of grant and subsequently becomes a
Consultant or non-Employee 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
Administrator 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 Option 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:
(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 Administrator 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, to the extent otherwise so entitled at the
date of such termination (the “Termination Date”),
exercise this Option during the Termination Period
