Common use of Post-Termination Consulting Clause in Contracts

Post-Termination Consulting. (a) As directed by Internap’s Chief Executive Officer (“CEO”), from the Termination Date through February 28, 2017 (the “Consulting Period”), You agree to perform duties as requested and authorized by Internap, including, but not limited to, cooperating with Internap in any pending or future matters, including, but not limited to, any business matter, litigation, investigation or other dispute about which You have knowledge or information, and taking all steps requested by Internap to effect a smooth transition of Your duties and responsibilities as Internap’s Senior Vice President and General Manager, Cloud and Hosting Services (the “Services”). Any services not specifically described in this Section but required for the proper performance of, and reasonably related to, the Services shall be included in the definition of the Services as if specifically described in this Section. You shall report to R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or his designee during the term of the Consulting Period. After December 1, 2016, You will not be required to report to Internap’s offices during the Consulting period, provided however; it is expected that you will be generally available and come to Internap’s office as reasonably requested. (b) During the Consulting Period, Internap shall pay You a monthly fee of Twenty Thousand Eight Hundred Thirty-Three Dollars and Thirty-Three Cents ($20,833.33) for the Services (the “Fee”), to be paid semi-monthly on Internap’s regular payroll dates; provided that, the first payment will be made on the first payroll date following the expiration of this Agreement’s revocation period. If instructed by Internap’s CEO, You shall refrain from performing any Service or Services; provided that such an instruction shall not release Internap from its obligation to pay You the Fee. (c) During the Consulting Period, Internap shall reimburse You for all reasonable costs associated with the business-related use of a mobile telephone in accordance with the policies and procedures of Internap. (d) You acknowledge and agree that during the Consulting Period, whether or not any services provided by You hereunder are being performed on Internap property and regardless of the nature of the task being performed, You are an independent contractor of Internap. You expressly represent that You are an independent contractor of Internap under the laws of the United States, under applicable state laws, and under the common law, and You acknowledge that Internap is relying upon this representation. As an independent contractor, You are not: (a) eligible to participate in any employee benefit program offered by Internap to its employees or agents; and (b) covered under Internap’s worker’s compensation insurance or state unemployment insurance coverages. You acknowledge and agree that You are solely responsible, and Internap has no responsibility, to pay any and all taxes applicable to the Fee You receive from Internap under this Section, including, but not limited to, FICA payments. Internap shall not be responsible for withholding any income or taxes on Your behalf and You further agree to indemnify, defend and hold Internap harmless from and against any claims or action arising out of or relating to Your failure to withhold or pay such taxes on Your behalf. Subject to the provisions of this Agreement and consistent with Your post-termination obligations in the Employment Security Agreement between You and Internap, dated February 15, 2016 (the “ESA”), You may work on projects for entities other than Internap during or after the Consulting Period at Your election. However, You shall use Your best efforts to ensure the timely and proper completion of the Services. Internap and You acknowledge and agree that this Section does not constitute or appoint You as an agent of Internap for any purpose whatsoever during the Consulting Period. You are prohibited from acting as, or holding Yourself out as, an agent of Internap during the Consulting Period. (e) The parties agree that the level of bona fide services to be performed by You during the Consulting Period will not be more than twenty percent (20%) of the average level of bona fide services which You performed during the period of Your employment prior to Your Termination Date. (f) During the Consulting Period, Internap shall continue to cover You under its Directors and Officers insurance policy. In addition, the Indemnity Agreement entered into between You and Internap, dated January 12, 2015, pursuant to the terms of the Indemnity Agreement, (i) shall apply during the Consulting Period, (ii) shall survive the termination of Your employment and the end of the Consulting Period, and (iii) is incorporated herein by reference.

Post-Termination Consulting. (a) As directed by Internap’s Chief Executive Officer (“CEO”), from the Termination Date through February 28, 2017 (the “Consulting Period”), You agree to perform duties as requested and authorized by Internap, including, but not limited to, cooperating with Internap in any pending or future matters, including, but not limited to, any business matter, litigation, investigation or other dispute about which You have knowledge or information, and taking all reasonable and necessary steps requested by Internap to effect a smooth transition of Your duties and responsibilities as Internap’s Senior Vice President and & General Manager, Cloud Data Center and Hosting Network Services (the “Services”). Any services not specifically described in this Section but required for the proper performance of, and reasonably related to, the Services shall be included in the definition of the Services as if specifically described in this Section. You shall report to R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or his designee during the term of the Consulting Period. After December 1, 2016, You will not be required to report to Internap’s offices during the Consulting period, provided however; it is expected that you You will be generally available and come to Internap’s office as reasonably requested. (b) During the Consulting Period, Internap shall pay You a monthly fee of Twenty Twenty-Six Thousand Eight Hundred Thirty-Three Dollars and Thirty-Three Cents ($20,833.3326,000) for the Services (the “Fee”), to be paid semi-monthly on Internap’s regular payroll dates; provided that, the first payment will be made on the first payroll date following the expiration of this Agreement’s revocation period. If instructed by Internap’s CEO, You shall refrain from performing any Service or Services; provided that such an instruction shall not release Internap from its obligation to pay You the Fee. (c) During the Consulting Period, Internap shall reimburse You for all reasonable costs associated with the business-related use of a mobile telephone and any travel preapproved or requested by the CEO and/or General Counsel in accordance with the policies and procedures of Internap. (d) You acknowledge and agree that during the Consulting Period, whether or not any services provided by You hereunder are being performed on Internap property and regardless of the nature of the task being performed, You are an independent contractor of Internap. You expressly represent that You are an independent contractor of Internap under the laws of the United States, under applicable state laws, and under the common law, and You acknowledge that Internap is relying upon this representation. As an independent contractor, You are not: (a) eligible to participate in any employee benefit program offered by Internap to its employees or agents; and (b) covered under Internap’s worker’s compensation insurance or state unemployment insurance coverages. You acknowledge and agree that You are solely responsible, and Internap has no responsibility, to pay any and all taxes applicable to the Fee You receive from Internap under this Section, including, but not limited to, FICA payments. Internap shall not be responsible for withholding any income or taxes on Your behalf and You further agree to indemnify, defend and hold Internap harmless from and against any claims or action arising out of or relating to Your failure to withhold or pay such taxes on Your behalf. Subject to the provisions of this Agreement and consistent with Your post-termination obligations in the Employment Security Agreement between You and Internap, dated February 15, 2016 (the “ESA”), You may work on projects for entities other than Internap during or after the Consulting Period at Your election. However, You shall use Your best efforts to ensure the timely and proper completion of the Services. Internap and You acknowledge and agree that this Section does not constitute or appoint You as an agent of Internap for any purpose whatsoever during the Consulting Period. You are prohibited from acting as, or holding Yourself out as, an agent of Internap during the Consulting Period. (e) The parties agree that the level of bona fide services to be performed by You during the Consulting Period will not be more than twenty percent (20%) of the average level of bona fide services which You performed during the period of Your employment prior to Your Termination Date. (f) During the Consulting Period, Internap shall continue to cover You under its Directors and Officers insurance policy. In addition, the Indemnity Agreement entered into between You and Internap, dated January 12, 2015, pursuant to the terms of the Indemnity Agreement, (i) shall apply during the Consulting Period, (ii) shall survive the termination of Your employment and the end of the Consulting Period, and (iii) is incorporated herein by reference.

Post-Termination Consulting. (a) As directed by Internap’s Chief Executive Officer (“CEO”), from the Termination Date through February 28, 2017 (the “Consulting Period”), You agree to perform duties as requested and authorized by Internap, including, but not limited to, cooperating with Internap in any pending or future matters, including, but not limited to, any business matter, litigation, investigation or other dispute about which You have knowledge or information, and taking all steps requested by Internap to effect a smooth transition of Your duties and responsibilities as Internap’s Senior Vice President and General Manager, Cloud and Hosting Services Chief Financial Officer (the “Services”). Any services not specifically described in this Section but required for the proper performance of, and reasonably related to, the Services shall be included in the definition of the Services as if specifically described in this Section. You shall report to R▇▇▇▇B▇▇ ▇. ▇▇▇▇▇▇▇ or his designee ▇▇▇▇, CFO, during the term of the Consulting Period. After December 1, 2016, You will not be required to report to Internap’s offices during the Consulting period, provided however; it is expected that you will be generally available and come to Internap’s office as reasonably requested. (b) During the Consulting Period, Internap shall pay You a monthly fee of Twenty Twenty-Seven Thousand Eight Nine Hundred ThirtyFifty-Three Four Dollars and ThirtySeventy-Three Five Cents ($20,833.3327,954.75) for the Services (the “Fee”), to be paid semi-monthly on Internap’s regular payroll dates; provided that, the first payment will be made on the first payroll date following the expiration of this Agreement’s revocation period. If instructed by Internap’s CEO, You shall refrain from performing any Service or Services; provided that such an instruction shall not release Internap from its obligation to pay You the Fee. (c) During the Consulting Period, Internap shall reimburse You for all reasonable costs associated with the business-related use of a mobile telephone in accordance with the policies and procedures of Internap. (d) You acknowledge and agree that during the Consulting Period, whether or not any services provided by You hereunder are being performed on Internap property and regardless of the nature of the task being performed, You are an independent contractor of Internap. You expressly represent that You are an independent contractor of Internap under the laws of the United States, under applicable state laws, and under the common law, and You acknowledge that Internap is relying upon this representation. As an independent contractor, You are not: (a) eligible to participate in any employee benefit program offered by Internap to its employees or agents; and (b) covered under Internap’s worker’s compensation insurance or state unemployment insurance coverages. You acknowledge and agree that You are solely responsible, and Internap has no responsibility, to pay any and all taxes applicable to the Fee You receive from Internap under this Section, including, but not limited to, FICA payments. Internap shall not be responsible for withholding any income or taxes on Your behalf and You further agree to indemnify, defend and hold Internap harmless from and against any claims or action arising out of or relating to Your failure to withhold or pay such taxes on Your behalf. Subject to the provisions of this Agreement and consistent with Your post-termination obligations in the Employment Security Agreement between You and Internap, dated February 15, 2016 (the “ESA”), You may work on projects for entities other than Internap during or after the Consulting Period at Your election. However, You shall use Your best efforts to ensure the timely and proper completion of the Services. Internap and You acknowledge and agree that this Section does not constitute or appoint You as an agent of Internap for any purpose whatsoever during the Consulting Period. You are prohibited from acting as, or holding Yourself out as, an agent of Internap during the Consulting Period. (e) The parties agree that the level of bona fide services to be performed by You during the Consulting Period will not be more than twenty percent (20%) of the average level of bona fide services which You performed during the period of Your employment prior to Your Termination Date. (f) During the Consulting Period, Internap shall continue to cover You under its Directors and Officers insurance policy. In addition, the Indemnity Agreement entered into between You and Internap, dated January 12, 2015, pursuant to the terms of the Indemnity Agreement, (i) shall apply during the Consulting Period, (ii) shall survive the termination of Your employment and the end of the Consulting Period, and (iii) is incorporated herein by reference.