Staples Inc. Definitive Proxy Statement

V-I-A INTERNET, INC. 1998 STOCK OPTION AND RESTRICTED STOCK PLAN — INCENTIVE STOCK OPTION AGREEMENT

This Stock Option Agreement is made as of the date noted above (the "Grant Date") by and between VIA NET.WORKS, Inc., a Delaware corporation (the "Company"), and the employee named above (the "Optionee").

The Company hereby grants to the Optionee an incentive stock option subject to the terms and conditions of the Plan and this Stock Option Agreement.

Optionee Name:

1. GRANT OF OPTION

Subject to the terms of the Plan, the Company hereby grants to the Optionee the right and option to purchase from the Company the above stated number of shares of Stock at the above stated per share purchase price.

2. PARACHUTE LIMITATIONS

Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, or understanding, certain rights and benefits may be limited if the Optionee is a "disqualified individual" under Section 280G of the Code.

3. GRANT SUBJECT TO THE PLAN

Optionee acknowledges receipt and review of the Plan and agrees that the terms of the Plan are incorporated into this Agreement by reference.

4. VESTING IN OPTION

The Option becomes vested over time, beginning with twenty five percent (25%) on the first anniversary date, and then in monthly increments thereafter, subject to continued service and other conditions described in the Agreement.

Anniversary Date:

5. TERM AND EXERCISE OF OPTION

The Option shall terminate ten years after the Grant Date unless earlier terminated pursuant to the Agreement. Exercise is subject to vesting and applicable limitations.

Exercise Notice Date:

6. TERMINATION OF THE SERVICE RELATIONSHIP

The Optionee's rights upon termination of employment, death, or disability are governed by this Section.

7. TRANSFERABILITY

The Option is generally nontransferable except as expressly permitted in the Agreement.

Family transfer provisions acknowledged

Repurchase rights acknowledged

8. REQUIREMENTS OF LAW

The Company is not required to issue securities if doing so would violate applicable law or regulatory requirements.

9. EFFECT OF CHANGES IN CAPITALIZATION

Adjustments may be made for stock splits, recapitalizations, mergers, reorganizations, and other changes in capitalization as described in the Agreement.

10. DISCLAIMER OF RIGHTS

Nothing in the Plan or Agreement confers a right to continued employment or service.

11. FORFEITURE OF RIGHTS

The Company may cause forfeiture of rights if the Optionee engages in competition with the Company, as described in the Agreement.

12. CAPTIONS

Captions are for convenience only and do not affect interpretation.

13. WITHHOLDING OF TAXES

The Company may withhold taxes from amounts otherwise due and may permit satisfaction of withholding obligations through shares, subject to approval.

14. SEVERABILITY

If any provision is found unenforceable, the remaining provisions shall remain in effect.

15. INTERPRETATION OF THIS STOCK OPTION AGREEMENT

All decisions and interpretations made by the Company or the Committee are final and binding.

16. GOVERNING LAW

This Agreement is governed by the laws of the State of Delaware.

17. BINDING EFFECT

This Agreement is binding upon and inures to the benefit of the parties and their successors and assigns.

18. NOTICE

Notices to the Company shall be sent to VIA NET.WORKS, Inc., 12100 Sunset Hills Road, Suite 110, Reston, VA 20190, Attention: Chief Financial Officer, Facsimile: (703) 406-0608. Notices to Optionee shall be sent to the address shown in Company records.

Optionee Notice Address:

19. POOLING

The Board may modify rights or features if necessary to preserve pooling of interest accounting treatment.

20. ENTIRE AGREEMENT

This Stock Option Agreement and the Plan together constitute the entire agreement between the parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Stock Option Agreement as of the day and year first above written.