<PAGE> 1
As filed with the Securities and Exchange Commission on February 10, 1999.
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
---------------
INTERNET AMERICA, INC.
(Exact name of registrant as specified in its charter)
Texas 86-0778979
(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)
One Dallas Centre
350 N. St. Paul, Suite 3000
Dallas, Texas 75201
(Address of principal executive offices)
---------------
INTERNET AMERICA, INC.
OPTION SETTLEMENT AGREEMENT - MICHAEL BATES
OPTION SETTLEMENT AGREEMENT - MARK D. BONDS
OPTION SETTLEMENT AGREEMENT - JOHN P. BRIGHT
OPTION SETTLEMENT AGREEMENT - G. DAVID BUTLER
OPTION SETTLEMENT AGREEMENT - SCOTT A. LENT
OPTION SETTLEMENT AGREEMENT - BOBBY MANSON
OPTION SETTLEMENT AGREEMENT - TIMOTHY G. MARTIN
OPTION SETTLEMENT AGREEMENT - THE MAYNARD FAMILY TRUST
OPTION SETTLEMENT AGREEMENT - JOHN A. NANNI AND
THE JOHN N. NANNI TRUST
OPTION SETTLEMENT AGREEMENT - JANET L. WILLIAMS
(Full title of the Plan)
---------------
MICHAEL T. MAPLES
One Dallas Centre
350 N. St. Paul, Suite 3000
Dallas, Texas 75201
(Name and address of agent for service of agent for service)
(214) 861-2500
(Telephone number, including area code,
of agent for service)
----------------
COPY TO:
RICHARD F. DAHLSON
Jackson Walker L.L.P.
901 Main Street
Suite 6000
Dallas, Texas 75202
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share (1) Offering Price (1) Fee (1)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 5,000 shares $1.67 $ 8,350 $109.10
5,000 shares $1.67 $ 8,350
5,000 shares $1.67 $ 8,350
37,500 shares $1.67 $ 62,625
15,000 shares $1.67 $ 25,050
15,000 shares $1.67 $ 25,050
37,500 shares $1.67 $ 62,625
75,000 shares $1.67 $125,250
37,500 shares $1.67 $ 62,625
2,500 shares $1.67 $ 4,175
==========================================================================================================================
</TABLE>
(1) Computed pursuant to Rule 457 solely for the purpose of calculating the
registration fee, based upon the prices at which the options may be
exercised.
<PAGE> 3
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Commission by
Internet America, Inc. (the "Company"), are incorporated herein by reference
and made a part hereof:
(i) Prospectus dated December 9, 1998 and filed with the Commission
pursuant to Rule 424(b) on December 10, 1998 (the "424(b)
Prospectus");
(ii) All other reports filed with the Commission pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the
424(b) Prospectus; and
(iii) Description of the Common Stock contained in the Company's
Registration Statement on Form SB-2 (No. 333-59527) and Registration
Statement on Form 8-A (No. 000-25147), effective as of December 9,
1998.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment that indicates
that all of the Common Stock offered hereunder has been sold or which
deregisters all of such Common Stock then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Articles of Incorporation of the Company provide that to the
fullest extent permitted by applicable law, a director of the Company will not
be liable to the Company or its shareholders for monetary damages for an act or
omission in the director's capacity as a director.
1
<PAGE> 4
The Texas Business Corporation Act ("TBCA") permits the
indemnification of directors, employees, officers and agents to Texas
corporations. The Company's Articles and Bylaws provide that the Company shall
indemnify any person to the fullest extent permitted by law. Under the TBCA, an
officer or director may be indemnified if he acted in good faith and reasonably
believed that his conduct (i) was in the best interests of the Company if he
acted in his official capacity or (ii) was not opposed to the best interests of
the Company in all other cases. In addition, the indemnitee may not have
reasonable cause to believe that his conduct was unlawful in the case of a
criminal proceeding. In any case, the indemnitee may not have been found liable
to the Company for improperly receiving a personal benefit or for willful or
intentional misconduct in the performance of his duty to the Company. The
Company (i) must indemnify an officer or director for reasonable expenses if he
is successful, (ii) may indemnify an officer or director for such reasonable
expenses unless he was found liable for willful or intentional misconduct in
the performance of his duty to the Company and (iii) may advance reasonable
defense expenses if the officer or director undertakes to reimburse the Company
if he is later found not to satisfy the standard for indemnification expenses.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. This provision in the Articles does not eliminate
the duty of care, and in appropriate circumstances equitable remedies such as
an injunction or other forms of nonmonetary relief would remain available under
Texas law. This provision also does not affect a director's responsibilities
under any other laws, such as the federal securities laws or state or federal
environmental laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------- ----------------------
<S> <C>
3.1 Internet America, Inc.'s Articles of Incorporation (1)
3.2 Internet America, Inc.'s Article of Amendment to Articles of
Incorporation (1)
3.3 Internet America, Inc.'s Bylaws (1)
3.4 Internet America Inc.'s Amendment to Bylaws (1)
3.5 Application for Certificate of Withdrawal of Internet America,
Inc.(1)
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
<S> <C>
3.6 Articles of Merger merging Internet America, Inc., an Arizona
corporation, with and into INTRNTUSA, INC., a Texas corporation
(1)
4.1 Specimen Common Stock certificate (1)
4.2 Certificate of Designation of the Series A Preferred Stock of
Internet America, Inc.(1)
4.3 Amended Certificate of Designation of the Series A Preferred
Stock of Internet America, Inc.(1)
4.4 Certificate of Designation of the Series B Preferred Stock of
Internet America, Inc.(1)
5.1 Opinion of Jackson Walker L.L.P.*
23.1 Consent of Jackson Walker L.L.P. (included in its opinion filed
as Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP*
24 Power of Attorney (included in Part II hereof)
99.1 Option Settlement Agreement, dated as of January 15, 1999, by and
between Internet America, Inc. and Michael Bates.*
99.2 Option Settlement Agreement, dated as of January 15, 1999, by and
between Internet America, Inc. and Mark D. Bonds.*
99.3 Option Settlement Agreement, dated as of January 15, 1999, by and
between Internet America, Inc. and John P. Bright.*
99.4 Option Settlement Agreement, dated as of January 15, 1999, by and
between Internet America, Inc. and G. David Butler.*
99.5 Option Settlement Agreement, dated as of January 15, 1999, by and
between Internet America, Inc. and Scott A. Lent.*
99.6 Option Settlement Agreement, dated as of January 15, 1999, by and
between Internet America, Inc. and Bobby Manson.*
99.7 Option Settlement Agreement, dated as of January 15, 1999, by and
between Internet America, Inc. and Timothy G. Martin.*
99.8 Option Settlement Agreement, dated as of January 15, 1999, by and
between Internet America, Inc. and The Maynard Family Trust.*
99.9 Option Settlement Agreement, dated as of January 15, 1999, by and
between Internet America, Inc. and John N. Nanni and The John N.
Nanni Trust.*
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
<S> <C>
99.10 Option Settlement Agreement, dated as of January 15, 1999, by and
between Internet America, Inc. and Janet L. Williams.*
99.11 Non-Qualified Stock Option Agreement, dated as of October 27,
1996, by and between Internet America, Inc. and David Butler.*
99.12 Non-Qualified Stock Option Agreement, dated as of June 27, 1996,
by and between Internet America, Inc. and Scott Lent.*
99.13 Non-Qualified Stock Option Agreement, dated as of October 27,
1996, by and between Internet America, Inc. and Bobby Manson.*
99.14 Non-Qualified Stock Option Agreement, dated as of October 27,
1996, by and between Internet America, Inc. and Tim Martin.*
99.15 Non-Qualified Stock Option Agreement, dated as of October 27,
1996, by and between Internet America, Inc. and Maynard Family
Trust.*
99.16 Non-Qualified Stock Option Agreement, dated as of October 27,
1996, by and between Internet America, Inc. and John Nanni
Trust.*
</TABLE>
- -------------
* Filed herewith.
(1) Previously filed as an exhibit to the Company's Registration Statement
on Form SB-2 (file No. 333-59527) originally filed on July 21, 1998,
as amended, and incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933, as amended;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than
4
<PAGE> 7
a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934, as
amended, that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act of 1934, as amended, that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
5
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas
on the 9th day of February, 1999.
INTERNET AMERICA, INC.
By: /s/ JAMES T. CHANEY
------------------------------------------------
James T. Chaney, Vice President, Chief
Financial Officer, Secretary and Treasurer
(Principal Accounting and Financial Officer)
6
<PAGE> 9
POWER OF ATTORNEY
Each person whose signature appears below authorizes Michael T. Maples
and James T. Chaney, and each of them, each of whom may act without joinder of
the other, to execute in the name of each such person who is then an officer or
director of the Registrant, and to file any amendments to this Registration
Statement necessary or advisable to enable the Registrant to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Commission, in respect thereof, in connection with the registration of
the securities which are the subject of this Registration Statement, which
amendments may make such changes in such Registration Statement as such
attorney may deem appropriate.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ MICHAEL T. MAPLES
- ------------------------------ Chief Executive Officer, February 9, 1999
Michael T. Maples President and Director
(Principal Executive Officer)
/s/ JAMES T. CHANEY
- ------------------------------ Chief Financial Officer, Vice February 9, 1999
James T. Chaney President, Secretary and Treasurer
(Principal Financial and Accounting
Officer)
/s/ DOUGLAS G. SHELDON
- ------------------------------ Vice President -- Marketing, February 9, 1999
Douglas G. Sheldon Director
/s/ WILLIAM O. HUNT
- ------------------------------ Chairman of the Board February 9, 1999
William O. Hunt
/s/ JACK T. SMITH
- ------------------------------ Director February 9, 1999
Jack T. Smith
/s/ GARY L. CORONA
- ------------------------------ Director February 9, 1999
Gary L. Corona
</TABLE>
7
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- -------- ----------------------
<S> <C>
3.1 Internet America, Inc.'s Articles of Incorporation (1)
3.2 Internet America, Inc.'s Article of Amendment to Articles of
Incorporation (1)
3.3 Internet America, Inc.'s Bylaws (1)
3.4 Internet America Inc.'s Amendment to Bylaws (1)
3.5 Application for Certificate of Withdrawal of Internet America,
Inc.(1)
3.6 Articles of Merger merging Internet America, Inc., an Arizona
corporation, with and into INTRNTUSA, INC., a Texas corporation
(1)
4.1 Specimen Common Stock certificate (1)
4.2 Certificate of Designation of the Series A Preferred Stock of
Internet America, Inc.(1)
4.3 Amended Certificate of Designation of the Series A Preferred
Stock of Internet America, Inc.(1)
4.4 Certificate of Designation of the Series B Preferred Stock of
Internet America, Inc.(1)
5.1 Opinion of Jackson Walker L.L.P.*
23.1 Consent of Jackson Walker L.L.P. (included in its opinion filed
as Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP*
24 Power of Attorney (included in Part II hereof)
99.1 Option Settlement Agreement, dated as of January 15, 1999, by and
between Internet America, Inc. and Michael Bates.*
99.2 Option Settlement Agreement, dated as of January 15, 1999, by and
between Internet America, Inc. and Mark D. Bonds.*
99.3 Option Settlement Agreement, dated as of January 15, 1999, by and
between Internet America, Inc. and John P. Bright.*
99.4 Option Settlement Agreement, dated as of January 15, 1999, by and
between Internet America, Inc. and G. David Butler.*
</TABLE>
8
<PAGE> 11
<TABLE>
<CAPTION>
<S> <C>
99.5 Option Settlement Agreement, dated as of January 15, 1999, by and
between Internet America, Inc. and Scott A. Lent.*
99.6 Option Settlement Agreement, dated as of January 15, 1999, by and
between Internet America, Inc. and Bobby Manson.*
99.7 Option Settlement Agreement, dated as of January 15, 1999, by and
between Internet America, Inc. and Timothy G. Martin.*
99.8 Option Settlement Agreement, dated as of January 15, 1999, by and
between Internet America, Inc. and The Maynard Family Trust.*
99.9 Option Settlement Agreement, dated as of January 15, 1999, by and
between Internet America, Inc. and John N. Nanni and The John N.
Nanni Trust.*
99.10 Option Settlement Agreement, dated as of January 15, 1999, by and
between Internet America, Inc. and Janet L. Williams.*
99.11 Non-Qualified Stock Option Agreement, dated as of October 27,
1996, by and between Internet America, Inc. and David Butler.*
99.12 Non-Qualified Stock Option Agreement, dated as of June 27, 1996,
by and between Internet America, Inc. and Scott Lent .*
99.13 Non-Qualified Stock Option Agreement, dated as of October 27,
1996, by and between Internet America, Inc. and Bobby Manson.*
99.14 Non-Qualified Stock Option Agreement, dated as of October 27,
1996, by and between Internet America, Inc. and Tim Martin.*
99.15 Non-Qualified Stock Option Agreement, dated as of October 27,
1996, by and between Internet America, Inc. and Maynard Family
Trust.*
99.16 Non-Qualified Stock Option Agreement, dated as of October 27,
1996, by and between Internet America, Inc. and John Nanni
Trust.*
</TABLE>
- -------------------
* Filed herewith.
(1) Previously filed as an exhibit to the Company's Registration Statement on
Form SB-2 (file No. 333-59527) originally filed on July 21, 1998, as
amended, and incorporated herein by reference.
9
<PAGE> 1
Exhibit 5.1
February 9, 1999
Internet America, Inc.
One Dallas Centre
350 N. St. Paul, Suite 3000
Dallas, Texas 75201
Re: Registration Statement on Form S-8 of Internet America, Inc.
Gentlemen:
We are acting as counsel for Internet America, Inc., a Texas
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), and the offering and sale of up
to 235,000 shares of the Company's Common Stock, par value $0.01 per share (the
"Shares"), which Shares are issuable upon the exercise of options granted
pursuant to the provisions of the various Option Settlement Agreements by and
between the Company, on the one hand, and Michael Bates, Mark D. Bonds, John P.
Bright, G. David Butler, Scott A. Lent, Bobby Manson, Timothy G. Martin, The
Maynard Family Trust, John N. Nanni and The John Nanni Trust and Janet L.
Williams, respectively, on the other (collectively, the "Agreements"), which
Agreements are filed as exhibits to a Registration Statement on Form S-8
covering the offering and sale of the Shares (the "Registration Statement")
that is expected to be filed with the Securities and Exchange Commission on or
about the date hereof.
In reaching the conclusions expressed in this opinion, we have
examined and relied upon the originals or certified copies of all documents,
certificates and instruments as we have deemed necessary to the opinions
expressed herein, including the Articles of Incorporation, as amended, and the
Bylaws of the Company and copies of the Agreements. In making the foregoing
examinations, we have assumed the genuineness of all signatures on original
documents, the authenticity of all documents submitted to us as originals and
the conformity to original documents of all copies submitted to us.
Based solely upon the foregoing, subject to the comments hereinafter
stated, and limited in all respects to the laws of the State of Texas and the
federal laws of the United States of America, it is our opinion that the Shares
have been duly authorized and, when issued and delivered, against receipt by
the Company of the agreed consideration therefore, will be validly issued,
fully paid and nonassessable.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Jackson Walker L.L.P.
<PAGE> 1
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Internet America, Inc. ("the Company") on Form S-8 of our
report dated August 12, 1998, appearing in the Company's Registration
Statement on Form SB-2 (No. 333- 59527).
/s/ Deloitte & Touche LLP
Dallas, Texas
February 8, 1999
<PAGE> 1
EXHIBIT 99.1
Bates
OPTION SETTLEMENT AGREEMENT
This Option Settlement Agreement (this "Agreement") is made and entered
into as of the 15th day of January, 1999, by and between Michael Bates
("Claimant") and Internet America, Inc., a Texas corporation (the "Company").
W I T N E S S E T H :
WHEREAS, disputes and controversies have arisen between Claimant and
the Company concerning, among other things, certain options which Claimant and
other former employees (the "Former Employees") of the Company claim were
granted and remain in effect (the "Former Options"); and
WHEREAS, the Company disputes both the existence and enforceability of
the Former Options; and
WHEREAS, in order to settle all disputes and controversies between
Claimant and the Company and to avoid the expense and uncertainty of litigation,
the Company is agreeable not to contest certain of the Former Options and to
register certain Underlying Stock with respect to such recognized Former
Options, subject to the terms and conditions of this Agreement and other
agreements similar to this Agreement which are to be entered into by other
Former Claimants.
NOW, THEREFORE, in consideration of the mutual promises contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree to
settle their disputes on the following terms:
1. Agreement Regarding Former Options. Claimant represents and warrants
to the Company that Claimant is the legal and beneficial owner of any rights
relating to the option listed on Schedule I attached hereto ("Claimant's Former
Option"); and that beyond such rights Claimant has and will assert no other
rights or claims, directly or indirectly, oral or written, to acquire any
capital stock of the Company or any other security of the Company. The parties
hereby agree that the rights of Claimant under the Claimant's Former Option are
hereby modified, amended and changed to provide that Claimant may exercise the
Claimant's Former Options to purchase only an aggregate of 5,000 shares of
Common Stock (the "Exercisable Portion of the Option"), which purchase must be
during the exercise period and at the exercise price of $1.67 per share. The
parties expressly agree that the only portion of the Claimant's Former Option
that may be exercised is the Exercisable Portion of the Option, and that any
excess portion is forever and completely terminated, canceled and rescinded.
Claimant agrees to indemnify and hold harmless the Company for any claim
asserted by or through Claimant under Claimant's Former Option, other than the
Exercisable Portion of the Option.
<PAGE> 2
Bates
2. Registration of Underlying Stock. The Company hereby agrees to use
its best efforts to cause the registration under the Securities Act of 1933, as
amended, on Form S-8 or other appropriate form (the "Registration Statement"),
the Common Stock underlying the Exercisable Portion of the Option ("Claimant's
Underlying Stock") as soon as possible after the date hereof. Claimant agrees to
provide all such information as may be necessary to assist the Company in such
efforts. The parties agree that if the Registration Statement has not become
effective by February 15, 1999, except by reason of Claimant's failure to comply
with the previous sentence, then this Agreement shall become null and void and
of no further force or effect. The Company agrees that it will handle the
exercise by Claimant of the Exercisable Portion of the Option in substantially
the same respect as it handles the exercise of stock options by other holders of
stock options of the Company.
3. Claimant Release. Claimant, on his own behalf and on behalf of his
attorneys, agents, successors, heirs, legal representatives and assigns
(collectively, the "Releasors") agrees to release and does hereby release,
acquit and forever discharge the Company and its officers, directors, agents,
employees and attorneys and the respective successors, heirs, legal
representatives and assigns of each of the foregoing (collectively, the
"Releasees") from, and extinguishes, any and all claims, demands, debts,
damages, costs, losses, expenses, commissions, actions, causes of action,
rights, liabilities, obligations and chooses in action of whatever nature or
type which any of the Releasors have, or may have, or which have been, or could
have been, or in the future otherwise might have been asserted, known and
unknown, in connection with actions or inactions of the Releasees or otherwise,
or any of them, occurring on or prior to the date hereof (collectively, the
"Claims"), except that in no event shall this paragraph operate to release from
any claims or liability resulting from a breach of the representations,
warranties, covenants and agreements of the Company contained in this Agreement.
Claimant further agrees that he will not sue any of the Releasees by
asserting in any way the rights, claims, actions, accounts, demands, contracts,
debts, controversies, agreements, lawsuits, damages, liabilities and causes of
action released by this Agreement.
4. Company Release. The Company, on its own behalf and on behalf of its
officers, directors, attorneys, agents, successors and assigns (collectively,
the "Company Releasors") agrees to release and does hereby release, acquit and
forever discharge Claimant and his agents and attorneys and the respective
successors, heirs, legal representatives and assigns of each of the foregoing
(collectively, the "Company Releasees") from, and extinguishes, any and all
claims, demands, debts, damages, costs, losses, expenses, commissions, actions,
causes of action, rights, liabilities, obligations and chooses in action of
whatever nature or type which any of the Company Releasors have, or may have, or
which have been, or could have been, or in the future otherwise might have been
asserted, known and unknown, in connection with actions or inactions of the
Company Releasees or otherwise, or any of them, occurring on or prior to the
date hereof (collectively, the "Company Claims"), except that in no event shall
this paragraph operate to release from any claims or liability resulting from a
breach of the representations, warranties, covenants and agreements of Claimant
contained in this Agreement.
<PAGE> 3
Bates
The Company further agrees that it will not sue any of the Company
Releasees, by asserting in any way the rights, claims, actions, accounts,
demands, contracts, debts, controversies, agreements, lawsuits, damages,
liabilities and causes of action released by this Agreement.
5. Representations and Warranties of Claimant. Claimant hereby
represents and warrants that the following are true and correct as of the date
hereof: (a) Claimant has the power and authority to execute, deliver and perform
his obligations under this Agreement, and this Agreement constitutes the valid
and binding obligation of Claimant enforceable against him in accordance with
the terms hereof; (b) none of the Releasors have assigned, sold, conveyed or
otherwise transferred all or any portion of the Claims; and (c) Claimant has
consulted or has had sufficient opportunity to discuss with any person,
including an attorney of his choice, all provisions of this Agreement, that he
has carefully read and fully understands all the provisions of this Agreement,
that he is competent to execute this Agreement, and that he is voluntarily
entering into this Agreement of his own free will and accord, without reliance
upon any statement or representation of any person or parties released, or their
representatives, concerning the nature and extent of the damages and/or legal
liability therefor.
6. Representations and Warranties of the Company. The Company hereby
represents and warrants that the following are true and correct as of the date
hereof: (a) the Company is a corporation validly existing and in good standing
under the laws of the State of Texas; and (b) the Company has the corporate
power and authority to execute, deliver and perform its obligations under this
Agreement, and the execution, delivery and performance by it of this Agreement
has been duly authorized by all necessary action, and this Agreement constitutes
the valid and binding obligation of the Company, enforceable against it in
accordance with the terms hereof.
7. Amendment and Assignment. This Agreement may be amended, modified or
supplemented only by an instrument in writing executed by the parties hereto.
This Agreement shall extend to and be binding upon each of the parties and their
respective heirs, successors, assigns, legal representatives and any corporation
or other entity into or with which any party hereto may merge or consolidate.
Notwithstanding the above, neither this Agreement nor any right created hereby
shall be assignable to any party hereto.
8. Notice. Any notice or communication must be in writing and given by
depositing the same in the United States mail, addressed to the party to be
notified, postage prepaid and registered or certified with return receipt
requested, or by delivering the same in person or by facsimile. Any such notice
or communication shall be deemed received, if not earlier received, on the third
business day following the date on which it is mailed, or on the day on which it
is hand delivered or delivered by facsimile, as the case may be.
9. Entire Agreement. This Agreement contains the entire agreement of
the parties hereto with respect to the subject matter hereof, and supersedes all
prior agreements and understandings, oral or written, relating to the subject
matter hereof.
10. Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable by a court of competent jurisdiction, such
provisions shall be deemed severable and
<PAGE> 4
Bates
this Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provisions did not comprise a part hereof unless the loss of such
provision causes this Agreement to fail of its essential purpose; and the
remaining provisions hereof shall remain in full force and effect and shall not
be affected by the illegal, invalid or unenforceable provision or by its
severance herefrom except as aforesaid. Furthermore, in lieu of such illegal,
invalid or unenforceable provision, the parties agree to meet to determine in
good faith, or will ask the court to determine, a provision as similar in its
terms to such illegal, invalid or unenforceable provision as may be possible and
be legal, valid and enforceable and such provision so determined shall then be
added as part of this Agreement.
11. Governing Law. This Agreement and the rights and obligations of the
parties hereto, shall be governed, construed and enforced in accordance with the
laws of the State of Texas.
<PAGE> 5
Bates
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
/s/ Michael Bates
------------------------------------
Michael Bates
INTERNET AMERICA, INC.
By: /s/ Michael T. Maples
------------------------------------
Michael T. Maples,
President
<PAGE> 6
Bates
Schedule I
<TABLE>
<CAPTION>
Number of shares originally
underlying Claimant's
Option Date Former Option(1) Exercise Price
- ----------- ---------------- --------------
<S> <C> <C>
12/96 5,000 $3.75
12/96 780 $7.50
</TABLE>
- -------------------
(1) This number is prior to reflecting the Company's previous 2.25 for 1.00
stock split.
<PAGE> 1
EXHIBIT 99.2
Bonds
OPTION SETTLEMENT AGREEMENT
This Option Settlement Agreement (this "Agreement") is made and entered
into as of the 15th day of January, 1999, by and between Mark D. Bonds
("Claimant") and Internet America, Inc., a Texas corporation (the "Company").
W I T N E S S E T H :
WHEREAS, disputes and controversies have arisen between Claimant and
the Company concerning, among other things, certain options which Claimant and
other former employees (the "Former Employees") of the Company claim were
granted and remain in effect (the "Former Options"); and
WHEREAS, the Company disputes both the existence and enforceability of
the Former Options; and
WHEREAS, in order to settle all disputes and controversies between
Claimant and the Company and to avoid the expense and uncertainty of litigation,
the Company is agreeable not to contest certain of the Former Options and to
register certain Underlying Stock with respect to such recognized Former
Options, subject to the terms and conditions of this Agreement and other
agreements similar to this Agreement which are to be entered into by other
Former Claimants.
NOW, THEREFORE, in consideration of the mutual promises contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree to
settle their disputes on the following terms:
1. Agreement Regarding Former Options. Claimant represents and
warrants to the Company that Claimant is the legal and beneficial owner of any
rights relating to the option listed on Schedule I attached hereto ("Claimant's
Former Option"); and that beyond such rights Claimant has and will assert no
other rights or claims, directly or indirectly, oral or written, to acquire any
capital stock of the Company or any other security of the Company. The parties
hereby agree that the rights of Claimant under the Claimant's Former Option are
hereby modified, amended and changed to provide that Claimant may exercise the
Claimant's Former Options to purchase only an aggregate of 5,000 shares of
Common Stock (the "Exercisable Portion of the Option"), which purchase must be
during the exercise period and at the exercise price of $1.67 per share. The
parties expressly agree that the only portion of the Claimant's Former Option
that may be exercised is the Exercisable Portion of the Option, and that any
excess portion is forever and completely terminated, canceled and rescinded.
Claimant agrees to indemnify and hold harmless the Company for any claim
asserted by or through Claimant under Claimant's Former Option, other than the
Exercisable Portion of the Option.
<PAGE> 2
Bonds
2. Registration of Underlying Stock. The Company hereby agrees to
use its best efforts to cause the registration under the Securities Act of 1933,
as amended, on Form S-8 or other appropriate form (the "Registration
Statement"), the Common Stock underlying the Exercisable Portion of the Option
("Claimant's Underlying Stock") as soon as possible after the date hereof.
Claimant agrees to provide all such information as may be necessary to assist
the Company in such efforts. The parties agree that if the Registration
Statement has not become effective by February 15, 1999, except by reason of
Claimant's failure to comply with the previous sentence, then this Agreement
shall become null and void and of no further force or effect. The Company agrees
that it will handle the exercise by Claimant of the Exercisable Portion of the
Option in substantially the same respect as it handles the exercise of stock
options by other holders of stock options of the Company.
3. Claimant Release. Claimant, on his own behalf and on behalf of
his attorneys, agents, successors, heirs, legal representatives and assigns
(collectively, the "Releasors") agrees to release and does hereby release,
acquit and forever discharge the Company and its officers, directors, agents,
employees and attorneys and the respective successors, heirs, legal
representatives and assigns of each of the foregoing (collectively, the
"Releasees") from, and extinguishes, any and all claims, demands, debts,
damages, costs, losses, expenses, commissions, actions, causes of action,
rights, liabilities, obligations and chooses in action of whatever nature or
type which any of the Releasors have, or may have, or which have been, or could
have been, or in the future otherwise might have been asserted, known and
unknown, in connection with actions or inactions of the Releasees or otherwise,
or any of them, occurring on or prior to the date hereof (collectively, the
"Claims"), except that in no event shall this paragraph operate to release from
any claims or liability resulting from a breach of the representations,
warranties, covenants and agreements of the Company contained in this Agreement.
Claimant further agrees that he will not sue any of the Releasees by
asserting in any way the rights, claims, actions, accounts, demands, contracts,
debts, controversies, agreements, lawsuits, damages, liabilities and causes of
action released by this Agreement.
4. Company Release. The Company, on its own behalf and on behalf of
its officers, directors, attorneys, agents, successors and assigns
(collectively, the "Company Releasors") agrees to release and does hereby
release, acquit and forever discharge Claimant and his agents and attorneys and
the respective successors, heirs, legal representatives and assigns of each of
the foregoing (collectively, the "Company Releasees") from, and extinguishes,
any and all claims, demands, debts, damages, costs, losses, expenses,
commissions, actions, causes of action, rights, liabilities, obligations and
chooses in action of whatever nature or type which any of the Company Releasors
have, or may have, or which have been, or could have been, or in the future
otherwise might have been asserted, known and unknown, in connection with
actions or inactions of the Company Releasees or otherwise, or any of them,
occurring on or prior to the date hereof (collectively, the "Company Claims"),
except that in no event shall this paragraph operate to release from any claims
or liability resulting from a breach of the representations, warranties,
covenants and agreements of Claimant contained in this Agreement.
<PAGE> 3
Bonds
The Company further agrees that it will not sue any of the Company
Releasees, by asserting in any way the rights, claims, actions, accounts,
demands, contracts, debts, controversies, agreements, lawsuits, damages,
liabilities and causes of action released by this Agreement.
5. Representations and Warranties of Claimant. Claimant hereby
represents and warrants that the following are true and correct as of the date
hereof: (a) Claimant has the power and authority to execute, deliver and perform
his obligations under this Agreement, and this Agreement constitutes the valid
and binding obligation of Claimant enforceable against him in accordance with
the terms hereof; (b) none of the Releasors have assigned, sold, conveyed or
otherwise transferred all or any portion of the Claims; and (c) Claimant has
consulted or has had sufficient opportunity to discuss with any person,
including an attorney of his choice, all provisions of this Agreement, that he
has carefully read and fully understands all the provisions of this Agreement,
that he is competent to execute this Agreement, and that he is voluntarily
entering into this Agreement of his own free will and accord, without reliance
upon any statement or representation of any person or parties released, or their
representatives, concerning the nature and extent of the damages and/or legal
liability therefor.
6. Representations and Warranties of the Company. The Company hereby
represents and warrants that the following are true and correct as of the date
hereof: (a) the Company is a corporation validly existing and in good standing
under the laws of the State of Texas; and (b) the Company has the corporate
power and authority to execute, deliver and perform its obligations under this
Agreement, and the execution, delivery and performance by it of this Agreement
has been duly authorized by all necessary action, and this Agreement constitutes
the valid and binding obligation of the Company, enforceable against it in
accordance with the terms hereof.
7. Amendment and Assignment. This Agreement may be amended, modified
or supplemented only by an instrument in writing executed by the parties hereto.
This Agreement shall extend to and be binding upon each of the parties and their
respective heirs, successors, assigns, legal representatives and any corporation
or other entity into or with which any party hereto may merge or consolidate.
Notwithstanding the above, neither this Agreement nor any right created hereby
shall be assignable to any party hereto.
8. Notice. Any notice or communication must be in writing and given
by depositing the same in the United States mail, addressed to the party to be
notified, postage prepaid and registered or certified with return receipt
requested, or by delivering the same in person or by facsimile. Any such notice
or communication shall be deemed received, if not earlier received, on the third
business day following the date on which it is mailed, or on the day on which it
is hand delivered or delivered by facsimile, as the case may be.
9. Entire Agreement. This Agreement contains the entire agreement of
the parties hereto with respect to the subject matter hereof, and supersedes all
prior agreements and understandings, oral or written, relating to the subject
matter hereof.
10. Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable by a court of competent jurisdiction, such
provisions shall be deemed severable and
<PAGE> 4
Bonds
this Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provisions did not comprise a part hereof unless the loss of such
provision causes this Agreement to fail of its essential purpose; and the
remaining provisions hereof shall remain in full force and effect and shall not
be affected by the illegal, invalid or unenforceable provision or by its
severance herefrom except as aforesaid. Furthermore, in lieu of such illegal,
invalid or unenforceable provision, the parties agree to meet to determine in
good faith, or will ask the court to determine, a provision as similar in its
terms to such illegal, invalid or unenforceable provision as may be possible and
be legal, valid and enforceable and such provision so determined shall then be
added as part of this Agreement.
11. Governing Law. This Agreement and the rights and obligations of
the parties hereto, shall be governed, construed and enforced in accordance with
the laws of the State of Texas.
<PAGE> 5
Bonds
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
/s/ Mark D. Bonds
----------------------------------
Mark D. Bonds
INTERNET AMERICA, INC.
By: /s/ Michael T. Maples
------------------------------
Michael T. Maples,
President
<PAGE> 6
Bonds
Schedule I
<TABLE>
<CAPTION>
Number of shares originally
underlying Claimant's
Option Date Former Option (1) Exercise Price
- ----------- ---------------------------- --------------
<S> <C> <C>
6/6/96 10,000 $3.75
</TABLE>
- --------------------------
(1) This number is prior to reflecting the Company's previous 2.25 for 1.00
stock split.
<PAGE> 1
EXHIBIT 99.3
Bright
OPTION SETTLEMENT AGREEMENT
This Option Settlement Agreement (this "Agreement") is made and entered
into as of the 15th day of January, 1999, by and between John P. Bright
("Claimant") and Internet America, Inc., a Texas corporation (the "Company").
W I T N E S S E T H :
WHEREAS, disputes and controversies have arisen between Claimant and
the Company concerning, among other things, certain options which Claimant and
other former employees (the "Former Employees") of the Company claim were
granted and remain in effect (the "Former Options"); and
WHEREAS, the Company disputes both the existence and enforceability of
the Former Options; and
WHEREAS, in order to settle all disputes and controversies between
Claimant and the Company and to avoid the expense and uncertainty of litigation,
the Company is agreeable not to contest certain of the Former Options and to
register certain Underlying Stock with respect to such recognized Former
Options, subject to the terms and conditions of this Agreement and other
agreements similar to this Agreement which are to be entered into by other
Former Claimants.
NOW, THEREFORE, in consideration of the mutual promises contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree to
settle their disputes on the following terms:
1. Agreement Regarding Former Options. Claimant represents and warrants
to the Company that Claimant is the legal and beneficial owner of any rights
relating to the option listed on Schedule I attached hereto ("Claimant's Former
Option"); and that beyond such rights Claimant has and will assert no other
rights or claims, directly or indirectly, oral or written, to acquire any
capital stock of the Company or any other security of the Company. The parties
hereby agree that the rights of Claimant under the Claimant's Former Option are
hereby modified, amended and changed to provide that Claimant may exercise the
Claimant's Former Options to purchase only an aggregate of 5,000 shares of
Common Stock (the "Exercisable Portion of the Option"), which purchase must be
during the exercise period and at the exercise price of $1.67 per share. The
parties expressly agree that the only portion of the Claimant's Former Option
that may be exercised is the Exercisable Portion of the Option, and that any
excess portion is forever and completely terminated, canceled and rescinded.
Claimant agrees to indemnify and hold harmless the Company for any claim
asserted by or through Claimant under Claimant's Former Option, other than the
Exercisable Portion of the Option.
<PAGE> 2
Bright
2. Registration of Underlying Stock. The Company hereby agrees to use
its best efforts to cause the registration under the Securities Act of 1933, as
amended, on Form S-8 or other appropriate form (the "Registration Statement"),
the Common Stock underlying the Exercisable Portion of the Option ("Claimant's
Underlying Stock") as soon as possible after the date hereof. Claimant agrees to
provide all such information as may be necessary to assist the Company in such
efforts. The parties agree that if the Registration Statement has not become
effective by February 15, 1999, except by reason of Claimant's failure to comply
with the previous sentence, then this Agreement shall become null and void and
of no further force or effect. The Company agrees that it will handle the
exercise by Claimant of the Exercisable Portion of the Option in substantially
the same respect as it handles the exercise of stock options by other holders of
stock options of the Company.
3. Claimant Release. Claimant, on his own behalf and on behalf of his
attorneys, agents, successors, heirs, legal representatives and assigns
(collectively, the "Releasors") agrees to release and does hereby release,
acquit and forever discharge the Company and its officers, directors, agents,
employees and attorneys and the respective successors, heirs, legal
representatives and assigns of each of the foregoing (collectively, the
"Releasees") from, and extinguishes, any and all claims, demands, debts,
damages, costs, losses, expenses, commissions, actions, causes of action,
rights, liabilities, obligations and chooses in action of whatever nature or
type which any of the Releasors have, or may have, or which have been, or could
have been, or in the future otherwise might have been asserted, known and
unknown, in connection with actions or inactions of the Releasees or otherwise,
or any of them, occurring on or prior to the date hereof (collectively, the
"Claims"), except that in no event shall this paragraph operate to release from
any claims or liability resulting from a breach of the representations,
warranties, covenants and agreements of the Company contained in this Agreement.
Claimant further agrees that he will not sue any of the Releasees by
asserting in any way the rights, claims, actions, accounts, demands, contracts,
debts, controversies, agreements, lawsuits, damages, liabilities and causes of
action released by this Agreement.
4. Company Release. The Company, on its own behalf and on behalf of its
officers, directors, attorneys, agents, successors and assigns (collectively,
the "Company Releasors") agrees to release and does hereby release, acquit and
forever discharge Claimant and his agents and attorneys and the respective
successors, heirs, legal representatives and assigns of each of the foregoing
(collectively, the "Company Releasees") from, and extinguishes, any and all
claims, demands, debts, damages, costs, losses, expenses, commissions, actions,
causes of action, rights, liabilities, obligations and chooses in action of
whatever nature or type which any of the Company Releasors have, or may have, or
which have been, or could have been, or in the future otherwise might have been
asserted, known and unknown, in connection with actions or inactions of the
Company Releasees or otherwise, or any of them, occurring on or prior to the
date hereof (collectively, the "Company Claims"), except that in no event shall
this paragraph operate to release from any claims or liability resulting from a
breach of the representations, warranties, covenants and agreements of Claimant
contained in this Agreement.
<PAGE> 3
Bright
The Company further agrees that it will not sue any of the Company
Releasees, by asserting in any way the rights, claims, actions, accounts,
demands, contracts, debts, controversies, agreements, lawsuits, damages,
liabilities and causes of action released by this Agreement.
5. Representations and Warranties of Claimant. Claimant hereby
represents and warrants that the following are true and correct as of the date
hereof: (a) Claimant has the power and authority to execute, deliver and perform
his obligations under this Agreement, and this Agreement constitutes the valid
and binding obligation of Claimant enforceable against him in accordance with
the terms hereof; (b) none of the Releasors have assigned, sold, conveyed or
otherwise transferred all or any portion of the Claims; and (c) Claimant has
consulted or has had sufficient opportunity to discuss with any person,
including an attorney of his choice, all provisions of this Agreement, that he
has carefully read and fully understands all the provisions of this Agreement,
that he is competent to execute this Agreement, and that he is voluntarily
entering into this Agreement of his own free will and accord, without reliance
upon any statement or representation of any person or parties released, or their
representatives, concerning the nature and extent of the damages and/or legal
liability therefor.
6. Representations and Warranties of the Company. The Company hereby
represents and warrants that the following are true and correct as of the date
hereof: (a) the Company is a corporation validly existing and in good standing
under the laws of the State of Texas; and (b) the Company has the corporate
power and authority to execute, deliver and perform its obligations under this
Agreement, and the execution, delivery and performance by it of this Agreement
has been duly authorized by all necessary action, and this Agreement constitutes
the valid and binding obligation of the Company, enforceable against it in
accordance with the terms hereof.
7. Amendment and Assignment. This Agreement may be amended, modified or
supplemented only by an instrument in writing executed by the parties hereto.
This Agreement shall extend to and be binding upon each of the parties and their
respective heirs, successors, assigns, legal representatives and any corporation
or other entity into or with which any party hereto may merge or consolidate.
Notwithstanding the above, neither this Agreement nor any right created hereby
shall be assignable to any party hereto.
8. Notice. Any notice or communication must be in writing and given by
depositing the same in the United States mail, addressed to the party to be
notified, postage prepaid and registered or certified with return receipt
requested, or by delivering the same in person or by facsimile. Any such notice
or communication shall be deemed received, if not earlier received, on the third
business day following the date on which it is mailed, or on the day on which it
is hand delivered or delivered by facsimile, as the case may be.
9. Entire Agreement. This Agreement contains the entire agreement of
the parties hereto with respect to the subject matter hereof, and supersedes all
prior agreements and understandings, oral or written, relating to the subject
matter hereof.
10. Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable by a court of competent jurisdiction, such
provisions shall be deemed severable and
<PAGE> 4
Bright
this Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provisions did not comprise a part hereof unless the loss of such
provision causes this Agreement to fail of its essential purpose; and the
remaining provisions hereof shall remain in full force and effect and shall not
be affected by the illegal, invalid or unenforceable provision or by its
severance herefrom except as aforesaid. Furthermore, in lieu of such illegal,
invalid or unenforceable provision, the parties agree to meet to determine in
good faith, or will ask the court to determine, a provision as similar in its
terms to such illegal, invalid or unenforceable provision as may be possible and
be legal, valid and enforceable and such provision so determined shall then be
added as part of this Agreement.
11. Governing Law. This Agreement and the rights and obligations of the
parties hereto, shall be governed, construed and enforced in accordance with the
laws of the State of Texas.
<PAGE> 5
Bright
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
/s/ John P. Bright
------------------------------------
John P. Bright
INTERNET AMERICA, INC.
By: /s/ Michael T. Maples
---------------------------------
Michael T. Maples,
President
<PAGE> 6
Bright
Schedule I
<TABLE>
<CAPTION>
Number of shares originally
underlying Claimant's
Option Date Former Option(1) Exercise Price
- ----------- --------------------------- --------------
<S> <C> <C>
12/95 3,741 $3.75
12/96 1,200 $7.50
</TABLE>
- -------------------
(1) This number is prior to reflecting the Company's previous 2.25 for 1.00
stock split.
<PAGE> 1
EXHIBIT 99.4
Butler
OPTION SETTLEMENT AGREEMENT
This Option Settlement Agreement (this "Agreement") is made and entered
into as of the 15th day of January, 1999, by and between G. David Butler
("Claimant") and Internet America, Inc., a Texas corporation (the "Company").
W I T N E S S E T H :
WHEREAS, disputes and controversies have arisen between Claimant and
the Company concerning, among other things, certain options which Claimant and
other former employees (the "Former Employees") of the Company claim were
granted and remain in effect (the "Former Options"); and
WHEREAS, the Company disputes both the existence and enforceability of
the Former Options; and
WHEREAS, in order to settle all disputes and controversies between
Claimant and the Company and to avoid the expense and uncertainty of litigation,
the Company is agreeable not to contest certain of the Former Options and to
register certain Underlying Stock with respect to such recognized Former
Options, subject to the terms and conditions of this Agreement and other
agreements similar to this Agreement which are to be entered into by other
Former Claimants.
NOW, THEREFORE, in consideration of the mutual promises contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree to
settle their disputes on the following terms:
1. Agreement Regarding Former Options. Claimant represents and warrants
to the Company that Claimant is the legal and beneficial owner of any rights
relating to the option listed on Schedule I attached hereto ("Claimant's Former
Option"); and that beyond such rights Claimant has and will assert no other
rights or claims, directly or indirectly, oral or written, to acquire any
capital stock of the Company or any other security of the Company. The parties
hereby agree that the rights of Claimant under the Claimant's Former Option are
hereby modified, amended and changed to provide that Claimant may exercise the
Claimant's Former Options to purchase only an aggregate of 37,500 shares of
Common Stock (the "Exercisable Portion of the Option"), which purchase must be
during the exercise period and at the exercise price of $1.67 per share. The
parties expressly agree that the only portion of the Claimant's Former Option
that may be exercised is the Exercisable Portion of the Option, and that any
excess portion is forever and completely terminated, canceled and rescinded.
Claimant agrees to indemnify and hold harmless the Company for any claim
asserted by or through Claimant under Claimant's Former Option, other than the
Exercisable Portion of the Option.
<PAGE> 2
Butler
2. Registration of Underlying Stock. The Company hereby agrees to use
its best efforts to cause the registration under the Securities Act of 1933, as
amended, on Form S-8 or other appropriate form (the "Registration Statement"),
the Common Stock underlying the Exercisable Portion of the Option ("Claimant's
Underlying Stock") as soon as possible after the date hereof. Claimant agrees to
provide all such information as may be necessary to assist the Company in such
efforts. The parties agree that if the Registration Statement has not become
effective by February 15, 1999, except by reason of Claimant's failure to comply
with the previous sentence, then this Agreement shall become null and void and
of no further force or effect. The Company agrees that it will handle the
exercise by Claimant of the Exercisable Portion of the Option in substantially
the same respect as it handles the exercise of stock options by other holders of
stock options of the Company.
3. Claimant Release. Claimant, on his own behalf and on behalf of his
attorneys, agents, successors, heirs, legal representatives and assigns
(collectively, the "Releasors") agrees to release and does hereby release,
acquit and forever discharge the Company and its officers, directors, agents,
employees and attorneys and the respective successors, heirs, legal
representatives and assigns of each of the foregoing (collectively, the
"Releasees") from, and extinguishes, any and all claims, demands, debts,
damages, costs, losses, expenses, commissions, actions, causes of action,
rights, liabilities, obligations and chooses in action of whatever nature or
type which any of the Releasors have, or may have, or which have been, or could
have been, or in the future otherwise might have been asserted, known and
unknown, in connection with actions or inactions of the Releasees or otherwise,
or any of them, occurring on or prior to the date hereof (collectively, the
"Claims"), except that in no event shall this paragraph operate to release from
any claims or liability resulting from a breach of the representations,
warranties, covenants and agreements of the Company contained in this Agreement.
Claimant further agrees that he will not sue any of the Releasees by
asserting in any way the rights, claims, actions, accounts, demands, contracts,
debts, controversies, agreements, lawsuits, damages, liabilities and causes of
action released by this Agreement.
4. Company Release. The Company, on its own behalf and on behalf of its
officers, directors, attorneys, agents, successors and assigns (collectively,
the "Company Releasors") agrees to release and does hereby release, acquit and
forever discharge Claimant and his agents and attorneys and the respective
successors, heirs, legal representatives and assigns of each of the foregoing
(collectively, the "Company Releasees") from, and extinguishes, any and all
claims, demands, debts, damages, costs, losses, expenses, commissions, actions,
causes of action, rights, liabilities, obligations and chooses in action of
whatever nature or type which any of the Company Releasors have, or may have, or
which have been, or could have been, or in the future otherwise might have been
asserted, known and unknown, in connection with actions or inactions of the
Company Releasees or otherwise, or any of them, occurring on or prior to the
date hereof (collectively, the "Company Claims"), except that in no event shall
this paragraph operate to release from any claims or liability resulting from a
breach of the representations, warranties, covenants and agreements of Claimant
contained in this Agreement.
<PAGE> 3
Butler
The Company further agrees that it will not sue any of the Company
Releasees, by asserting in any way the rights, claims, actions, accounts,
demands, contracts, debts, controversies, agreements, lawsuits, damages,
liabilities and causes of action released by this Agreement.
5. Representations and Warranties of Claimant. Claimant hereby
represents and warrants that the following are true and correct as of the date
hereof: (a) Claimant has the power and authority to execute, deliver and perform
his obligations under this Agreement, and this Agreement constitutes the valid
and binding obligation of Claimant enforceable against him in accordance with
the terms hereof; (b) none of the Releasors have assigned, sold, conveyed or
otherwise transferred all or any portion of the Claims; and (c) Claimant has
consulted or has had sufficient opportunity to discuss with any person,
including an attorney of his choice, all provisions of this Agreement, that he
has carefully read and fully understands all the provisions of this Agreement,
that he is competent to execute this Agreement, and that he is voluntarily
entering into this Agreement of his own free will and accord, without reliance
upon any statement or representation of any person or parties released, or their
representatives, concerning the nature and extent of the damages and/or legal
liability therefor.
6. Representations and Warranties of the Company. The Company hereby
represents and warrants that the following are true and correct as of the date
hereof: (a) the Company is a corporation validly existing and in good standing
under the laws of the State of Texas; and (b) the Company has the corporate
power and authority to execute, deliver and perform its obligations under this
Agreement, and the execution, delivery and performance by it of this Agreement
has been duly authorized by all necessary action, and this Agreement constitutes
the valid and binding obligation of the Company, enforceable against it in
accordance with the terms hereof.
7. Amendment and Assignment. This Agreement may be amended, modified or
supplemented only by an instrument in writing executed by the parties hereto.
This Agreement shall extend to and be binding upon each of the parties and their
respective heirs, successors, assigns, legal representatives and any corporation
or other entity into or with which any party hereto may merge or consolidate.
Notwithstanding the above, neither this Agreement nor any right created hereby
shall be assignable to any party hereto.
8. Notice. Any notice or communication must be in writing and given by
depositing the same in the United States mail, addressed to the party to be
notified, postage prepaid and registered or certified with return receipt
requested, or by delivering the same in person or by facsimile. Any such notice
or communication shall be deemed received, if not earlier received, on the third
business day following the date on which it is mailed, or on the day on which it
is hand delivered or delivered by facsimile, as the case may be.
9. Entire Agreement. This Agreement contains the entire agreement of
the parties hereto with respect to the subject matter hereof, and supersedes all
prior agreements and understandings, oral or written, relating to the subject
matter hereof.
10. Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable by a court of competent jurisdiction, such
provisions shall be deemed severable and
<PAGE> 4
Butler
this Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provisions did not comprise a part hereof unless the loss of such
provision causes this Agreement to fail of its essential purpose; and the
remaining provisions hereof shall remain in full force and effect and shall not
be affected by the illegal, invalid or unenforceable provision or by its
severance herefrom except as aforesaid. Furthermore, in lieu of such illegal,
invalid or unenforceable provision, the parties agree to meet to determine in
good faith, or will ask the court to determine, a provision as similar in its
terms to such illegal, invalid or unenforceable provision as may be possible and
be legal, valid and enforceable and such provision so determined shall then be
added as part of this Agreement.
11. Governing Law. This Agreement and the rights and obligations of the
parties hereto, shall be governed, construed and enforced in accordance with the
laws of the State of Texas.
<PAGE> 5
Butler
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
/s/ G. David Butler
------------------------------------
G. David Butler
INTERNET AMERICA, INC.
By: /s/ Michael T. Maples
---------------------------------
Michael T. Maples,
President
<PAGE> 6
Butler
Schedule I
<TABLE>
<CAPTION>
Number of shares originally
underlying Claimant's
Option Date Former Option (1) Exercise Price
- ----------- ----------------- --------------
<S> <C> <C>
4/5/96 30,000 $3.75
</TABLE>
- ----------------------
(1) This number is prior to reflecting the Company's previous 2.25 for 1.00
stock split.
<PAGE> 1
EXHIBIT 99.5
Lent
OPTION SETTLEMENT AGREEMENT
This Option Settlement Agreement (this "Agreement") is made and entered
into as of the 15th day of January, 1999, by and between Scott A. Lent
("Claimant") and Internet America, Inc., a Texas corporation (the "Company").
W I T N E S S E T H :
WHEREAS, disputes and controversies have arisen between Claimant and
the Company concerning, among other things, certain options which Claimant and
other former employees (the "Former Employees") of the Company claim were
granted and remain in effect (the "Former Options"); and
WHEREAS, the Company disputes both the existence and enforceability of
the Former Options; and
WHEREAS, in order to settle all disputes and controversies between
Claimant and the Company and to avoid the expense and uncertainty of litigation,
the Company is agreeable not to contest certain of the Former Options and to
register certain Underlying Stock with respect to such recognized Former
Options, subject to the terms and conditions of this Agreement and other
agreements similar to this Agreement which are to be entered into by other
Former Claimants.
NOW, THEREFORE, in consideration of the mutual promises contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree to
settle their disputes on the following terms:
1. Agreement Regarding Former Options. Claimant represents and
warrants to the Company that Claimant is the legal and beneficial owner of any
rights relating to the option listed on Schedule I attached hereto ("Claimant's
Former Option"); and that beyond such rights Claimant has and will assert no
other rights or claims, directly or indirectly, oral or written, to acquire any
capital stock of the Company or any other security of the Company. The parties
hereby agree that the rights of Claimant under the Claimant's Former Option are
hereby modified, amended and changed to provide that Claimant may exercise the
Claimant's Former Options to purchase only an aggregate of 15,000 shares of
Common Stock (the "Exercisable Portion of the Option"), which purchase must be
during the exercise period and at the exercise price of $1.67 per share. The
parties expressly agree that the only portion of the Claimant's Former Option
that may be exercised is the Exercisable Portion of the Option, and that any
excess portion is forever and completely terminated, canceled and rescinded.
Claimant agrees to indemnify and hold harmless the Company for any claim
asserted by or through Claimant under Claimant's Former Option, other than the
Exercisable Portion of the Option.
<PAGE> 2
Lent
2. Registration of Underlying Stock. The Company hereby agrees to
use its best efforts to cause the registration under the Securities Act of 1933,
as amended, on Form S-8 or other appropriate form (the "Registration
Statement"), the Common Stock underlying the Exercisable Portion of the Option
("Claimant's Underlying Stock") as soon as possible after the date hereof.
Claimant agrees to provide all such information as may be necessary to assist
the Company in such efforts. The parties agree that if the Registration
Statement has not become effective by February 15, 1999, except by reason of
Claimant's failure to comply with the previous sentence, then this Agreement
shall become null and void and of no further force or effect. The Company agrees
that it will handle the exercise by Claimant of the Exercisable Portion of the
Option in substantially the same respect as it handles the exercise of stock
options by other holders of stock options of the Company.
3. Claimant Release. Claimant, on his own behalf and on behalf of
his attorneys, agents, successors, heirs, legal representatives and assigns
(collectively, the "Releasors") agrees to release and does hereby release,
acquit and forever discharge the Company and its officers, directors, agents,
employees and attorneys and the respective successors, heirs, legal
representatives and assigns of each of the foregoing (collectively, the
"Releasees") from, and extinguishes, any and all claims, demands, debts,
damages, costs, losses, expenses, commissions, actions, causes of action,
rights, liabilities, obligations and chooses in action of whatever nature or
type which any of the Releasors have, or may have, or which have been, or could
have been, or in the future otherwise might have been asserted, known and
unknown, in connection with actions or inactions of the Releasees or otherwise,
or any of them, occurring on or prior to the date hereof (collectively, the
"Claims"), except that in no event shall this paragraph operate to release from
any claims or liability resulting from a breach of the representations,
warranties, covenants and agreements of the Company contained in this Agreement.
Claimant further agrees that he will not sue any of the Releasees by
asserting in any way the rights, claims, actions, accounts, demands, contracts,
debts, controversies, agreements, lawsuits, damages, liabilities and causes of
action released by this Agreement.
4. Company Release. The Company, on its own behalf and on behalf of
its officers, directors, attorneys, agents, successors and assigns
(collectively, the "Company Releasors") agrees to release and does hereby
release, acquit and forever discharge Claimant and his agents and attorneys and
the respective successors, heirs, legal representatives and assigns of each of
the foregoing (collectively, the "Company Releasees") from, and extinguishes,
any and all claims, demands, debts, damages, costs, losses, expenses,
commissions, actions, causes of action, rights, liabilities, obligations and
chooses in action of whatever nature or type which any of the Company Releasors
have, or may have, or which have been, or could have been, or in the future
otherwise might have been asserted, known and unknown, in connection with
actions or inactions of the Company Releasees or otherwise, or any of them,
occurring on or prior to the date hereof (collectively, the "Company Claims"),
except that in no event shall this paragraph operate to release from any claims
or liability resulting from a breach of the representations, warranties,
covenants and agreements of Claimant contained in this Agreement.
<PAGE> 3
Lent
The Company further agrees that it will not sue any of the Company
Releasees, by asserting in any way the rights, claims, actions, accounts,
demands, contracts, debts, controversies, agreements, lawsuits, damages,
liabilities and causes of action released by this Agreement.
5. Representations and Warranties of Claimant. Claimant hereby
represents and warrants that the following are true and correct as of the date
hereof: (a) Claimant has the power and authority to execute, deliver and perform
his obligations under this Agreement, and this Agreement constitutes the valid
and binding obligation of Claimant enforceable against him in accordance with
the terms hereof; (b) none of the Releasors have assigned, sold, conveyed or
otherwise transferred all or any portion of the Claims; and (c) Claimant has
consulted or has had sufficient opportunity to discuss with any person,
including an attorney of his choice, all provisions of this Agreement, that he
has carefully read and fully understands all the provisions of this Agreement,
that he is competent to execute this Agreement, and that he is voluntarily
entering into this Agreement of his own free will and accord, without reliance
upon any statement or representation of any person or parties released, or their
representatives, concerning the nature and extent of the damages and/or legal
liability therefor.
6. Representations and Warranties of the Company. The Company hereby
represents and warrants that the following are true and correct as of the date
hereof: (a) the Company is a corporation validly existing and in good standing
under the laws of the State of Texas; and (b) the Company has the corporate
power and authority to execute, deliver and perform its obligations under this
Agreement, and the execution, delivery and performance by it of this Agreement
has been duly authorized by all necessary action, and this Agreement constitutes
the valid and binding obligation of the Company, enforceable against it in
accordance with the terms hereof.
7. Amendment and Assignment. This Agreement may be amended, modified
or supplemented only by an instrument in writing executed by the parties hereto.
This Agreement shall extend to and be binding upon each of the parties and their
respective heirs, successors, assigns, legal representatives and any corporation
or other entity into or with which any party hereto may merge or consolidate.
Notwithstanding the above, neither this Agreement nor any right created hereby
shall be assignable to any party hereto.
8. Notice. Any notice or communication must be in writing and given
by depositing the same in the United States mail, addressed to the party to be
notified, postage prepaid and registered or certified with return receipt
requested, or by delivering the same in person or by facsimile. Any such notice
or communication shall be deemed received, if not earlier received, on the third
business day following the date on which it is mailed, or on the day on which it
is hand delivered or delivered by facsimile, as the case may be.
9. Entire Agreement. This Agreement contains the entire agreement of
the parties hereto with respect to the subject matter hereof, and supersedes all
prior agreements and understandings, oral or written, relating to the subject
matter hereof.
10. Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable by a court of competent jurisdiction, such
provisions shall be deemed severable and
<PAGE> 4
Lent
this Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provisions did not comprise a part hereof unless the loss of such
provision causes this Agreement to fail of its essential purpose; and the
remaining provisions hereof shall remain in full force and effect and shall not
be affected by the illegal, invalid or unenforceable provision or by its
severance herefrom except as aforesaid. Furthermore, in lieu of such illegal,
invalid or unenforceable provision, the parties agree to meet to determine in
good faith, or will ask the court to determine, a provision as similar in its
terms to such illegal, invalid or unenforceable provision as may be possible and
be legal, valid and enforceable and such provision so determined shall then be
added as part of this Agreement.
11. Governing Law. This Agreement and the rights and obligations of
the parties hereto, shall be governed, construed and enforced in accordance with
the laws of the State of Texas.
<PAGE> 5
Lent
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
/s/ Scott A. Lent
----------------------------------
Scott A. Lent
INTERNET AMERICA, INC.
By: /s/ Michael T. Maples
-------------------------------
Michael T. Maples,
President
<PAGE> 6
Lent
Schedule I
<TABLE>
<CAPTION>
Number of shares originally
underlying Claimant's
Option Date Former Option (1) Exercise Price
- ----------- --------------------------- --------------
<S> <C> <C>
6/96 50,000 $7.50
</TABLE>
- ---------------------------
(1) This number is prior to reflecting the Company's previous 2.25 for 1.00
stock split.
<PAGE> 1
EXHIBIT 99.6
Manson
OPTION SETTLEMENT AGREEMENT
This Option Settlement Agreement (this "Agreement") is made and entered
into as of the 15th day of January, 1999, by and between Bobby Manson
("Claimant") and Internet America, Inc., a Texas corporation (the "Company").
W I T N E S S E T H :
WHEREAS, disputes and controversies have arisen between Claimant and
the Company concerning, among other things, certain options which Claimant and
other former employees (the "Former Employees") of the Company claim were
granted and remain in effect (the "Former Options"); and
WHEREAS, the Company disputes both the existence and enforceability of
the Former Options; and
WHEREAS, in order to settle all disputes and controversies between
Claimant and the Company and to avoid the expense and uncertainty of litigation,
the Company is agreeable not to contest certain of the Former Options and to
register certain Underlying Stock with respect to such recognized Former
Options, subject to the terms and conditions of this Agreement and other
agreements similar to this Agreement which are to be entered into by other
Former Claimants.
NOW, THEREFORE, in consideration of the mutual promises contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree to
settle their disputes on the following terms:
1. Agreement Regarding Former Options. Claimant represents and
warrants to the Company that Claimant is the legal and beneficial owner of any
rights relating to the option listed on Schedule I attached hereto ("Claimant's
Former Option"); and that beyond such rights Claimant has and will assert no
other rights or claims, directly or indirectly, oral or written, to acquire any
capital stock of the Company or any other security of the Company. The parties
hereby agree that the rights of Claimant under the Claimant's Former Option are
hereby modified, amended and changed to provide that Claimant may exercise the
Claimant's Former Options to purchase only an aggregate of 15,000 shares of
Common Stock (the "Exercisable Portion of the Option"), which purchase must be
during the exercise period and at the exercise price of $1.67 per share. The
parties expressly agree that the only portion of the Claimant's Former Option
that may be exercised is the Exercisable Portion of the Option, and that any
excess portion is forever and completely terminated, canceled and rescinded.
Claimant agrees to indemnify and hold harmless the Company for any claim
asserted by or through Claimant under Claimant's Former Option, other than the
Exercisable Portion of the Option.
<PAGE> 2
Manson
2. Registration of Underlying Stock. The Company hereby agrees to
use its best efforts to cause the registration under the Securities Act of 1933,
as amended, on Form S-8 or other appropriate form (the "Registration
Statement"), the Common Stock underlying the Exercisable Portion of the Option
("Claimant's Underlying Stock") as soon as possible after the date hereof.
Claimant agrees to provide all such information as may be necessary to assist
the Company in such efforts. The parties agree that if the Registration
Statement has not become effective by February 15, 1999, except by reason of
Claimant's failure to comply with the previous sentence, then this Agreement
shall become null and void and of no further force or effect. The Company agrees
that it will handle the exercise by Claimant of the Exercisable Portion of the
Option in substantially the same respect as it handles the exercise of stock
options by other holders of stock options of the Company.
3. Claimant Release. Claimant, on his own behalf and on behalf of
his attorneys, agents, successors, heirs, legal representatives and assigns
(collectively, the "Releasors") agrees to release and does hereby release,
acquit and forever discharge the Company and its officers, directors, agents,
employees and attorneys and the respective successors, heirs, legal
representatives and assigns of each of the foregoing (collectively, the
"Releasees") from, and extinguishes, any and all claims, demands, debts,
damages, costs, losses, expenses, commissions, actions, causes of action,
rights, liabilities, obligations and chooses in action of whatever nature or
type which any of the Releasors have, or may have, or which have been, or could
have been, or in the future otherwise might have been asserted, known and
unknown, in connection with actions or inactions of the Releasees or otherwise,
or any of them, occurring on or prior to the date hereof (collectively, the
"Claims"), except that in no event shall this paragraph operate to release from
any claims or liability resulting from a breach of the representations,
warranties, covenants and agreements of the Company contained in this Agreement.
Claimant further agrees that he will not sue any of the Releasees by
asserting in any way the rights, claims, actions, accounts, demands, contracts,
debts, controversies, agreements, lawsuits, damages, liabilities and causes of
action released by this Agreement.
4. Company Release. The Company, on its own behalf and on behalf of
its officers, directors, attorneys, agents, successors and assigns
(collectively, the "Company Releasors") agrees to release and does hereby
release, acquit and forever discharge Claimant and his agents and attorneys and
the respective successors, heirs, legal representatives and assigns of each of
the foregoing (collectively, the "Company Releasees") from, and extinguishes,
any and all claims, demands, debts, damages, costs, losses, expenses,
commissions, actions, causes of action, rights, liabilities, obligations and
chooses in action of whatever nature or type which any of the Company Releasors
have, or may have, or which have been, or could have been, or in the future
otherwise might have been asserted, known and unknown, in connection with
actions or inactions of the Company Releasees or otherwise, or any of them,
occurring on or prior to the date hereof (collectively, the "Company Claims"),
except that in no event shall this paragraph operate to release from any claims
or liability resulting from a breach of the representations, warranties,
covenants and agreements of Claimant contained in this Agreement.
<PAGE> 3
Manson
The Company further agrees that it will not sue any of the Company
Releasees, by asserting in any way the rights, claims, actions, accounts,
demands, contracts, debts, controversies, agreements, lawsuits, damages,
liabilities and causes of action released by this Agreement.
5. Representations and Warranties of Claimant. Claimant hereby
represents and warrants that the following are true and correct as of the date
hereof: (a) Claimant has the power and authority to execute, deliver and perform
his obligations under this Agreement, and this Agreement constitutes the valid
and binding obligation of Claimant enforceable against him in accordance with
the terms hereof; (b) none of the Releasors have assigned, sold, conveyed or
otherwise transferred all or any portion of the Claims; and (c) Claimant has
consulted or has had sufficient opportunity to discuss with any person,
including an attorney of his choice, all provisions of this Agreement, that he
has carefully read and fully understands all the provisions of this Agreement,
that he is competent to execute this Agreement, and that he is voluntarily
entering into this Agreement of his own free will and accord, without reliance
upon any statement or representation of any person or parties released, or their
representatives, concerning the nature and extent of the damages and/or legal
liability therefor.
6. Representations and Warranties of the Company. The Company hereby
represents and warrants that the following are true and correct as of the date
hereof: (a) the Company is a corporation validly existing and in good standing
under the laws of the State of Texas; and (b) the Company has the corporate
power and authority to execute, deliver and perform its obligations under this
Agreement, and the execution, delivery and performance by it of this Agreement
has been duly authorized by all necessary action, and this Agreement constitutes
the valid and binding obligation of the Company, enforceable against it in
accordance with the terms hereof.
7. Amendment and Assignment. This Agreement may be amended, modified
or supplemented only by an instrument in writing executed by the parties hereto.
This Agreement shall extend to and be binding upon each of the parties and their
respective heirs, successors, assigns, legal representatives and any corporation
or other entity into or with which any party hereto may merge or consolidate.
Notwithstanding the above, neither this Agreement nor any right created hereby
shall be assignable to any party hereto.
8. Notice. Any notice or communication must be in writing and given
by depositing the same in the United States mail, addressed to the party to be
notified, postage prepaid and registered or certified with return receipt
requested, or by delivering the same in person or by facsimile. Any such notice
or communication shall be deemed received, if not earlier received, on the third
business day following the date on which it is mailed, or on the day on which it
is hand delivered or delivered by facsimile, as the case may be.
9. Entire Agreement. This Agreement contains the entire agreement of
the parties hereto with respect to the subject matter hereof, and supersedes all
prior agreements and understandings, oral or written, relating to the subject
matter hereof.
10. Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable by a court of competent jurisdiction, such
provisions shall be deemed severable and
<PAGE> 4
Manson
this Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provisions did not comprise a part hereof unless the loss of such
provision causes this Agreement to fail of its essential purpose; and the
remaining provisions hereof shall remain in full force and effect and shall not
be affected by the illegal, invalid or unenforceable provision or by its
severance herefrom except as aforesaid. Furthermore, in lieu of such illegal,
invalid or unenforceable provision, the parties agree to meet to determine in
good faith, or will ask the court to determine, a provision as similar in its
terms to such illegal, invalid or unenforceable provision as may be possible and
be legal, valid and enforceable and such provision so determined shall then be
added as part of this Agreement.
11. Governing Law. This Agreement and the rights and obligations of
the parties hereto, shall be governed, construed and enforced in accordance with
the laws of the State of Texas.
<PAGE> 5
Manson
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
/s/ Bobby Manson
-------------------------------
Bobby Manson
INTERNET AMERICA, INC.
By: /s/ Michael T. Maples
----------------------------
Michael T. Maples,
President
<PAGE> 6
Manson
Schedule I
<TABLE>
<CAPTION>
Number of shares originally
underlying Claimant's
Option Date Former Option (1) Exercise Price
- ----------- ---------------------------- --------------
<S> <C> <C>
10/27/96 10,000 $7.50
</TABLE>
- -----------------------
(1) This number is prior to reflecting the Company's previous 2.25 for 1.00
stock split.
<PAGE> 1
EXHIBIT 99.7
Martin
OPTION SETTLEMENT AGREEMENT
This Option Settlement Agreement (this "Agreement") is made and entered
into as of the 15th day of January, 1999, by and between Timothy G. Martin
("Claimant") and Internet America, Inc., a Texas corporation (the "Company").
W I T N E S S E T H :
WHEREAS, disputes and controversies have arisen between Claimant and
the Company concerning, among other things, certain options which Claimant and
other former employees (the "Former Employees") of the Company claim were
granted and remain in effect (the "Former Options"); and
WHEREAS, the Company disputes both the existence and enforceability of
the Former Options; and
WHEREAS, in order to settle all disputes and controversies between
Claimant and the Company and to avoid the expense and uncertainty of litigation,
the Company is agreeable not to contest certain of the Former Options and to
register certain Underlying Stock with respect to such recognized Former
Options, subject to the terms and conditions of this Agreement and other
agreements similar to this Agreement which are to be entered into by other
Former Claimants.
NOW, THEREFORE, in consideration of the mutual promises contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree to
settle their disputes on the following terms:
1. Agreement Regarding Former Options. Claimant represents and
warrants to the Company that Claimant is the legal and beneficial owner of any
rights relating to the option listed on Schedule I attached hereto ("Claimant's
Former Option"); and that beyond such rights Claimant has and will assert no
other rights or claims, directly or indirectly, oral or written, to acquire any
capital stock of the Company or any other security of the Company. The parties
hereby agree that the rights of Claimant under the Claimant's Former Option are
hereby modified, amended and changed to provide that Claimant may exercise the
Claimant's Former Options to purchase only an aggregate of 37,500 shares of
Common Stock (the "Exercisable Portion of the Option"), which purchase must be
during the exercise period and at the exercise price of $1.67 per share. The
parties expressly agree that the only portion of the Claimant's Former Option
that may be exercised is the Exercisable Portion of the Option, and that any
excess portion is forever and completely terminated, canceled and rescinded.
Claimant agrees to indemnify and hold harmless the Company for any claim
asserted by or through Claimant under Claimant's Former Option, other than the
Exercisable Portion of the Option.
<PAGE> 2
Martin
2. Registration of Underlying Stock. The Company hereby agrees to
use its best efforts to cause the registration under the Securities Act of 1933,
as amended, on Form S-8 or other appropriate form (the "Registration
Statement"), the Common Stock underlying the Exercisable Portion of the Option
("Claimant's Underlying Stock") as soon as possible after the date hereof.
Claimant agrees to provide all such information as may be necessary to assist
the Company in such efforts. The parties agree that if the Registration
Statement has not become effective by February 15, 1999, except by reason of
Claimant's failure to comply with the previous sentence, then this Agreement
shall become null and void and of no further force or effect. The Company agrees
that it will handle the exercise by Claimant of the Exercisable Portion of the
Option in substantially the same respect as it handles the exercise of stock
options by other holders of stock options of the Company.
3. Claimant Release. Claimant, on his own behalf and on behalf of
his attorneys, agents, successors, heirs, legal representatives and assigns
(collectively, the "Releasors") agrees to release and does hereby release,
acquit and forever discharge the Company and its officers, directors, agents,
employees and attorneys and the respective successors, heirs, legal
representatives and assigns of each of the foregoing (collectively, the
"Releasees") from, and extinguishes, any and all claims, demands, debts,
damages, costs, losses, expenses, commissions, actions, causes of action,
rights, liabilities, obligations and chooses in action of whatever nature or
type which any of the Releasors have, or may have, or which have been, or could
have been, or in the future otherwise might have been asserted, known and
unknown, in connection with actions or inactions of the Releasees or otherwise,
or any of them, occurring on or prior to the date hereof (collectively, the
"Claims"), except that in no event shall this paragraph operate to release from
any claims or liability resulting from a breach of the representations,
warranties, covenants and agreements of the Company contained in this Agreement
or the rights or obligations of Claimant under any of the following agreements:
(i) Stock Purchase Agreement, dated March 24, 1998, among the Maynard Family
Trust, the John N. Nanni Trust, Timothy G. Martin and First Extended, Inc., as
nominee; or (ii) Mutual Release Agreement, dated March 24, 1998, among First
Extended, Inc, the Company, Robert J. Maynard, John N. Nanni, the Maynard Family
Trust and Timothy G. Martin.
Claimant further agrees that he will not sue any of the Releasees by
asserting in any way the rights, claims, actions, accounts, demands, contracts,
debts, controversies, agreements, lawsuits, damages, liabilities and causes of
action released by this Agreement.
4. Company Release. The Company, on its own behalf and on behalf of
its officers, directors, attorneys, agents, successors and assigns
(collectively, the "Company Releasors") agrees to release and does hereby
release, acquit and forever discharge Claimant and his agents and attorneys and
the respective successors, heirs, legal representatives and assigns of each of
the foregoing (collectively, the "Company Releasees") from, and extinguishes,
any and all claims, demands, debts, damages, costs, losses, expenses,
commissions, actions, causes of action, rights, liabilities, obligations and
chooses in action of whatever nature or type which any of the Company Releasors
have, or may have, or which have been, or could have been, or in the future
otherwise might have been asserted, known and unknown, in connection with
actions or inactions of the Company Releasees or otherwise, or any of them,
occurring on or prior to the date hereof (collectively, the "Company Claims"),
except that in no event shall this paragraph operate to release
<PAGE> 3
Martin
from any claims or liability resulting from a breach of the representations,
warranties, covenants and agreements of Claimant contained in this Agreement or
the rights or obligations of the parties under any of the following agreements:
(i) Stock Purchase Agreement, dated March 24, 1998, among the Maynard Family
Trust, the John N. Nanni Trust, Timothy G. Martin and First Extended, Inc., as
nominee; or (ii) Mutual Release Agreement, dated March 24, 1998, among First
Extended, Inc, the Company, Robert J. Maynard, John N. Nanni, the Maynard Family
Trust and Timothy G. Martin.
The Company further agrees that it will not sue any of the Company
Releasees, by asserting in any way the rights, claims, actions, accounts,
demands, contracts, debts, controversies, agreements, lawsuits, damages,
liabilities and causes of action released by this Agreement.
5. Representations and Warranties of Claimant. Claimant hereby
represents and warrants that the following are true and correct as of the date
hereof: (a) Claimant has the power and authority to execute, deliver and perform
his obligations under this Agreement, and this Agreement constitutes the valid
and binding obligation of Claimant enforceable against him in accordance with
the terms hereof; (b) none of the Releasors have assigned, sold, conveyed or
otherwise transferred all or any portion of the Claims; and (c) Claimant has
consulted or has had sufficient opportunity to discuss with any person,
including an attorney of his choice, all provisions of this Agreement, that he
has carefully read and fully understands all the provisions of this Agreement,
that he is competent to execute this Agreement, and that he is voluntarily
entering into this Agreement of his own free will and accord, without reliance
upon any statement or representation of any person or parties released, or their
representatives, concerning the nature and extent of the damages and/or legal
liability therefor.
6. Representations and Warranties of the Company. The Company hereby
represents and warrants that the following are true and correct as of the date
hereof: (a) the Company is a corporation validly existing and in good standing
under the laws of the State of Texas; and (b) the Company has the corporate
power and authority to execute, deliver and perform its obligations under this
Agreement, and the execution, delivery and performance by it of this Agreement
has been duly authorized by all necessary action, and this Agreement constitutes
the valid and binding obligation of the Company, enforceable against it in
accordance with the terms hereof.
7. Amendment and Assignment. This Agreement may be amended, modified
or supplemented only by an instrument in writing executed by the parties hereto.
This Agreement shall extend to and be binding upon each of the parties and their
respective heirs, successors, assigns, legal representatives and any corporation
or other entity into or with which any party hereto may merge or consolidate.
Notwithstanding the above, neither this Agreement nor any right created hereby
shall be assignable to any party hereto.
8. Notice. Any notice or communication must be in writing and given
by depositing the same in the United States mail, addressed to the party to be
notified, postage prepaid and registered or certified with return receipt
requested, or by delivering the same in person or by facsimile. Any such notice
or communication shall be deemed received, if not earlier received, on the third
business day following the date on which it is mailed, or on the day on which it
is hand delivered or delivered by facsimile, as the case may be.
<PAGE> 4
Martin
9. Entire Agreement. This Agreement contains the entire agreement of
the parties hereto with respect to the subject matter hereof, and supersedes all
prior agreements and understandings, oral or written, relating to the subject
matter hereof.
10. Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable by a court of competent jurisdiction, such
provisions shall be deemed severable and this Agreement shall be construed and
enforced as if such illegal, invalid or unenforceable provisions did not
comprise a part hereof unless the loss of such provision causes this Agreement
to fail of its essential purpose; and the remaining provisions hereof shall
remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance herefrom except as
aforesaid. Furthermore, in lieu of such illegal, invalid or unenforceable
provision, the parties agree to meet to determine in good faith, or will ask the
court to determine, a provision as similar in its terms to such illegal, invalid
or unenforceable provision as may be possible and be legal, valid and
enforceable and such provision so determined shall then be added as part of this
Agreement.
11. Governing Law. This Agreement and the rights and obligations of
the parties hereto, shall be governed, construed and enforced in accordance with
the laws of the State of Texas.
<PAGE> 5
Martin
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
/s/ Timothy G. Martin
---------------------------------
Timothy G. Martin
INTERNET AMERICA, INC.
By: /s/ Michael T. Maples
------------------------------
Michael T. Maples,
President
<PAGE> 6
Martin
Schedule I
<TABLE>
<CAPTION>
Number of shares originally
underlying Claimant's
Option Date Former Option (1) Exercise Price
- ----------- ---------------------------- ---------------
<S> <C> <C>
10/27/96 27,350 $7.50
</TABLE>
- -------------------------------
(1) This number is prior to reflecting the Company's previous 2.25 for 1.00
stock split.
<PAGE> 1
EXHIBIT 99.8
Maynard
OPTION SETTLEMENT AGREEMENT
This Option Settlement Agreement (this "Agreement") is made and entered
into as of the 15th day of January, 1999, by and between The Maynard Family
Trust ("Claimant") and Internet America, Inc., a Texas corporation (the
"Company").
W I T N E S S E T H :
WHEREAS, disputes and controversies have arisen between Claimant and
the Company concerning, among other things, certain options which Claimant and
other former employees (the "Former Employees") of the Company claim were
granted and remain in effect (the "Former Options"); and
WHEREAS, the Company disputes both the existence and enforceability of
the Former Options; and
WHEREAS, in order to settle all disputes and controversies between
Claimant and the Company and to avoid the expense and uncertainty of litigation,
the Company is agreeable not to contest certain of the Former Options and to
register certain Underlying Stock with respect to such recognized Former
Options, subject to the terms and conditions of this Agreement and other
agreements similar to this Agreement which are to be entered into by other
Former Claimants.
NOW, THEREFORE, in consideration of the mutual promises contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree to
settle their disputes on the following terms:
1. Agreement Regarding Former Options. Claimant represents and warrants
to the Company that Claimant is the legal and beneficial owner of any rights
relating to the option listed on Schedule I attached hereto ("Claimant's Former
Option"); and that beyond such rights Claimant has and will assert no other
rights or claims, directly or indirectly, oral or written, to acquire any
capital stock of the Company or any other security of the Company. The parties
hereby agree that the rights of Claimant under the Claimant's Former Option are
hereby modified, amended and changed to provide that Claimant may exercise the
Claimant's Former Options to purchase only an aggregate of 75,000 shares of
Common Stock (the "Exercisable Portion of the Option"), which purchase must be
during the exercise period and at the exercise price of $1.67 per share. The
parties expressly agree that the only portion of the Claimant's Former Option
that may be exercised is the Exercisable Portion of the Option, and that any
excess portion is forever and completely terminated, canceled and rescinded.
Claimant agrees to indemnify and hold harmless the Company for any claim
asserted by or through Claimant under Claimant's Former Option, other than the
Exercisable Portion of the Option.
<PAGE> 2
Maynard
2. Registration of Underlying Stock. The Company hereby agrees to use
its best efforts to cause the registration under the Securities Act of 1933, as
amended, on Form S-8 or other appropriate form (the "Registration Statement"),
the Common Stock underlying the Exercisable Portion of the Option ("Claimant's
Underlying Stock") as soon as possible after the date hereof. Claimant agrees to
provide all such information as may be necessary to assist the Company in such
efforts. The parties agree that if the Registration Statement has not become
effective by February 15, 1999, except by reason of Claimant's failure to comply
with the previous sentence, then this Agreement shall become null and void and
of no further force or effect. The Company agrees that it will handle the
exercise by Claimant of the Exercisable Portion of the Option in substantially
the same respect as it handles the exercise of stock options by other holders of
stock options of the Company.
3. Claimant Release. Claimant, on his own behalf and on behalf of his
attorneys, agents, successors, heirs, legal representatives and assigns
(collectively, the "Releasors") agrees to release and does hereby release,
acquit and forever discharge the Company and its officers, directors, agents,
employees and attorneys and the respective successors, heirs, legal
representatives and assigns of each of the foregoing (collectively, the
"Releasees") from, and extinguishes, any and all claims, demands, debts,
damages, costs, losses, expenses, commissions, actions, causes of action,
rights, liabilities, obligations and chooses in action of whatever nature or
type which any of the Releasors have, or may have, or which have been, or could
have been, or in the future otherwise might have been asserted, known and
unknown, in connection with actions or inactions of the Releasees or otherwise,
or any of them, occurring on or prior to the date hereof (collectively, the
"Claims"), except that in no event shall this paragraph operate to release from
any claims or liability resulting from a breach of the representations,
warranties, covenants and agreements of the Company contained in this Agreement
or the rights or obligations of Claimant under any of the following agreements:
(i) Stock Purchase Agreement, dated March 24, 1998, among the Maynard Family
Trust, the John N. Nanni Trust, Timothy G. Martin and First Extended, Inc., as
nominee; (ii) Covenant Not to Compete between Robert J. Maynard and the Company;
(iii) Indemnification Letter Agreement, executed by the Company in favor of the
Maynard Family Trust; or (iv) Mutual Release Agreement, dated March 24, 1998,
among First Extended, Inc, the Company, Robert J. Maynard, John N. Nanni, the
Maynard Family Trust and Timothy G. Martin.
Claimant further agrees that it will not sue any of the Releasees by
asserting in any way the rights, claims, actions, accounts, demands, contracts,
debts, controversies, agreements, lawsuits, damages, liabilities and causes of
action released by this Agreement.
4. Company Release. The Company, on its own behalf and on behalf of its
officers, directors, attorneys, agents, successors and assigns (collectively,
the "Company Releasors") agrees to release and does hereby release, acquit and
forever discharge Claimant and his agents and attorneys and the respective
successors, heirs, legal representatives and assigns of each of the foregoing
(collectively, the "Company Releasees") from, and extinguishes, any and all
claims, demands, debts, damages, costs, losses, expenses, commissions, actions,
causes of action, rights, liabilities, obligations and chooses in action of
whatever nature or type which any of the Company Releasors have, or may have, or
which have been, or could have been, or in the future otherwise might have been
asserted, known and unknown, in connection with actions or inactions of the
<PAGE> 3
Maynard
Company Releasees or otherwise, or any of them, occurring on or prior to the
date hereof (collectively, the "Company Claims"), except that in no event shall
this paragraph operate to release from any claims or liability resulting from a
breach of the representations, warranties, covenants and agreements of Claimant
contained in this Agreement or the rights or obligations of the parties under
any of the following agreements: (i) Stock Purchase Agreement, dated March 24,
1998, among the Maynard Family Trust, the John N. Nanni Trust, Timothy G. Martin
and First Extended, Inc., as nominee; (ii) Covenant Not to Compete between
Robert J. Maynard and the Company; (iii) Indemnification Letter Agreement,
executed by the Company in favor of the Maynard Family Trust; or (iv) Mutual
Release Agreement, dated March 24, 1998, among First Extended, Inc, the Company,
Robert J. Maynard, John N. Nanni, the Maynard Family Trust and Timothy G.
Martin.
The Company further agrees that it will not sue any of the Company
Releasees, by asserting in any way the rights, claims, actions, accounts,
demands, contracts, debts, controversies, agreements, lawsuits, damages,
liabilities and causes of action released by this Agreement.
5. Representations and Warranties of Claimant. Claimant hereby
represents and warrants that the following are true and correct as of the date
hereof: (a) Claimant has the power and authority to execute, deliver and perform
his obligations under this Agreement, and this Agreement constitutes the valid
and binding obligation of Claimant enforceable against him in accordance with
the terms hereof; (b) none of the Releasors have assigned, sold, conveyed or
otherwise transferred all or any portion of the Claims; and (c) Claimant has
consulted or has had sufficient opportunity to discuss with any person,
including an attorney of his choice, all provisions of this Agreement, that he
has carefully read and fully understands all the provisions of this Agreement,
that he is competent to execute this Agreement, and that he is voluntarily
entering into this Agreement of his own free will and accord, without reliance
upon any statement or representation of any person or parties released, or their
representatives, concerning the nature and extent of the damages and/or legal
liability therefor.
6. Representations and Warranties of the Company. The Company hereby
represents and warrants that the following are true and correct as of the date
hereof: (a) the Company is a corporation validly existing and in good standing
under the laws of the State of Texas; and (b) the Company has the corporate
power and authority to execute, deliver and perform its obligations under this
Agreement, and the execution, delivery and performance by it of this Agreement
has been duly authorized by all necessary action, and this Agreement constitutes
the valid and binding obligation of the Company, enforceable against it in
accordance with the terms hereof.
7. Amendment and Assignment. This Agreement may be amended, modified or
supplemented only by an instrument in writing executed by the parties hereto.
This Agreement shall extend to and be binding upon each of the parties and their
respective heirs, successors, assigns, legal representatives and any corporation
or other entity into or with which any party hereto may merge or consolidate.
Notwithstanding the above, neither this Agreement nor any right created hereby
shall be assignable to any party hereto.
8. Notice. Any notice or communication must be in writing and given by
depositing the same in the United States mail, addressed to the party to be
notified, postage prepaid and
<PAGE> 4
Maynard
registered or certified with return receipt requested, or by delivering the same
in person or by facsimile. Any such notice or communication shall be deemed
received, if not earlier received, on the third business day following the date
on which it is mailed, or on the day on which it is hand delivered or delivered
by facsimile, as the case may be.
9. Entire Agreement. This Agreement contains the entire agreement of
the parties hereto with respect to the subject matter hereof, and supersedes all
prior agreements and understandings, oral or written, relating to the subject
matter hereof.
10. Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable by a court of competent jurisdiction, such
provisions shall be deemed severable and this Agreement shall be construed and
enforced as if such illegal, invalid or unenforceable provisions did not
comprise a part hereof unless the loss of such provision causes this Agreement
to fail of its essential purpose; and the remaining provisions hereof shall
remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance herefrom except as
aforesaid. Furthermore, in lieu of such illegal, invalid or unenforceable
provision, the parties agree to meet to determine in good faith, or will ask the
court to determine, a provision as similar in its terms to such illegal, invalid
or unenforceable provision as may be possible and be legal, valid and
enforceable and such provision so determined shall then be added as part of this
Agreement.
11. Governing Law. This Agreement and the rights and obligations of the
parties hereto, shall be governed, construed and enforced in accordance with the
laws of the State of Texas.
<PAGE> 5
Maynard
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
/s/ Robert Maynard
-----------------------------------
Trustee: The Maynard Family Trust
INTERNET AMERICA, INC.
By: /s/ Michael T. Maples
---------------------------------
Michael T. Maples,
President
<PAGE> 6
Maynard
Schedule I
<TABLE>
<CAPTION>
Number of shares originally
underlying Claimant's
Option Date Former Option (1) Exercise Price
- ----------- --------------------------- --------------
<S> <C> <C>
12/95 10,000 $3.75
09/96 48,375 $3.75
12/95 3,500 $3.75
</TABLE>
- -----------------------------
(1) This number is prior to reflecting the Company's previous 2.25 for 1.00
stock split.
<PAGE> 1
EXHIBIT 99.9
Nanni
OPTION SETTLEMENT AGREEMENT
This Option Settlement Agreement (this "Agreement") is made and entered
into as of the 15th day of January, 1999, by and between John N. Nanni and the
John N. Nanni Trust ("Claimant") and Internet America, Inc., a Texas corporation
(the "Company").
W I T N E S S E T H :
WHEREAS, disputes and controversies have arisen between Claimant and
the Company concerning, among other things, certain options which Claimant and
other former employees (the "Former Employees") of the Company claim were
granted and remain in effect (the "Former Options"); and
WHEREAS, the Company disputes both the existence and enforceability of
the Former Options; and
WHEREAS, in order to settle all disputes and controversies between
Claimant and the Company and to avoid the expense and uncertainty of litigation,
the Company is agreeable not to contest certain of the Former Options and to
register certain Underlying Stock with respect to such recognized Former
Options, subject to the terms and conditions of this Agreement and other
agreements similar to this Agreement which are to be entered into by other
Former Claimants.
NOW, THEREFORE, in consideration of the mutual promises contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree to
settle their disputes on the following terms:
1. Agreement Regarding Former Options. Claimant represents and warrants
to the Company that Claimant is the legal and beneficial owner of any rights
relating to the option listed on Schedule I attached hereto ("Claimant's Former
Option"); and that beyond such rights Claimant has and will assert no other
rights or claims, directly or indirectly, oral or written, to acquire any
capital stock of the Company or any other security of the Company. The parties
hereby agree that the rights of Claimant under the Claimant's Former Option are
hereby modified, amended and changed to provide that Claimant may exercise the
Claimant's Former Options to purchase only an aggregate of 37,500 shares of
Common Stock (the "Exercisable Portion of the Option"), which purchase must be
during the exercise period and at the exercise price of $1.67 per share. The
parties expressly agree that the only portion of the Claimant's Former Option
that may be exercised is the Exercisable Portion of the Option, and that any
excess portion is forever and completely terminated, canceled and rescinded.
Claimant agrees to indemnify and hold harmless the Company for any claim
asserted by or through Claimant under Claimant's Former Option, other than the
Exercisable Portion of the Option.
<PAGE> 2
Nanni
2. Registration of Underlying Stock. The Company hereby agrees to use
its best efforts to cause the registration under the Securities Act of 1933, as
amended, on Form S-8 or other appropriate form (the "Registration Statement"),
the Common Stock underlying the Exercisable Portion of the Option ("Claimant's
Underlying Stock") as soon as possible after the date hereof. Claimant agrees to
provide all such information as may be necessary to assist the Company in such
efforts. The parties agree that if the Registration Statement has not become
effective by February 15, 1999, except by reason of Claimant's failure to comply
with the previous sentence, then this Agreement shall become null and void and
of no further force or effect. The Company agrees that it will handle the
exercise by Claimant of the Exercisable Portion of the Option in substantially
the same respect as it handles the exercise of stock options by other holders of
stock options of the Company.
3. Claimant Release. Claimant, on his own behalf and on behalf of his
attorneys, agents, successors, heirs, legal representatives and assigns
(collectively, the "Releasors") agrees to release and does hereby release,
acquit and forever discharge the Company and its officers, directors, agents,
employees and attorneys and the respective successors, heirs, legal
representatives and assigns of each of the foregoing (collectively, the
"Releasees") from, and extinguishes, any and all claims, demands, debts,
damages, costs, losses, expenses, commissions, actions, causes of action,
rights, liabilities, obligations and chooses in action of whatever nature or
type which any of the Releasors have, or may have, or which have been, or could
have been, or in the future otherwise might have been asserted, known and
unknown, in connection with actions or inactions of the Releasees or otherwise,
or any of them, occurring on or prior to the date hereof (collectively, the
"Claims"), except that in no event shall this paragraph operate to release from
any claims or liability resulting from a breach of the representations,
warranties, covenants and agreements of the Company contained in this Agreement
or the rights or obligations of Claimant under any of the following agreements:
(i) Stock Purchase Agreement, dated March 24, 1998, among the Maynard Family
Trust, the John N. Nanni Trust, Timothy G. Martin and First Extended, Inc., as
nominee; or (ii) Mutual Release Agreement, dated March 24, 1998, among First
Extended, Inc, the Company, Robert J. Maynard, John N. Nanni, the Maynard Family
Trust and Timothy G. Martin.
Claimant further agrees that he will not sue any of the Releasees by
asserting in any way the rights, claims, actions, accounts, demands, contracts,
debts, controversies, agreements, lawsuits, damages, liabilities and causes of
action released by this Agreement.
4. Company Release. The Company, on its own behalf and on behalf of its
officers, directors, attorneys, agents, successors and assigns (collectively,
the "Company Releasors") agrees to release and does hereby release, acquit and
forever discharge Claimant and his agents and attorneys and the respective
successors, heirs, legal representatives and assigns of each of the foregoing
(collectively, the "Company Releasees") from, and extinguishes, any and all
claims, demands, debts, damages, costs, losses, expenses, commissions, actions,
causes of action, rights, liabilities, obligations and chooses in action of
whatever nature or type which any of the Company Releasors have, or may have, or
which have been, or could have been, or in the future otherwise might have been
asserted, known and unknown, in connection with actions or inactions of the
Company Releasees or otherwise, or any of them, occurring on or prior to the
date hereof (collectively, the "Company Claims"), except that in no event shall
this paragraph operate to release
<PAGE> 3
Nanni
from any claims or liability resulting from a breach of the representations,
warranties, covenants and agreements of the parties contained in this Agreement
or the rights or obligations of the parties under any of the following
agreements: (i) Stock Purchase Agreement, dated March 24, 1998, among the
Maynard Family Trust, the John N. Nanni Trust, Timothy G. Martin and First
Extended, Inc., as nominee; or (ii) Mutual Release Agreement, dated March 24,
1998, among First Extended, Inc, the Company, Robert J. Maynard, John N. Nanni,
the Maynard Family Trust and Timothy G. Martin.
The Company further agrees that it will not sue any of the Company
Releasees, by asserting in any way the rights, claims, actions, accounts,
demands, contracts, debts, controversies, agreements, lawsuits, damages,
liabilities and causes of action released by this Agreement.
5. Representations and Warranties of Claimant. Claimant hereby
represents and warrants that the following are true and correct as of the date
hereof: (a) Claimant has the power and authority to execute, deliver and perform
his obligations under this Agreement, and this Agreement constitutes the valid
and binding obligation of Claimant enforceable against him in accordance with
the terms hereof; (b) none of the Releasors have assigned, sold, conveyed or
otherwise transferred all or any portion of the Claims; and (c) Claimant has
consulted or has had sufficient opportunity to discuss with any person,
including an attorney of his choice, all provisions of this Agreement, that he
has carefully read and fully understands all the provisions of this Agreement,
that he is competent to execute this Agreement, and that he is voluntarily
entering into this Agreement of his own free will and accord, without reliance
upon any statement or representation of any person or parties released, or their
representatives, concerning the nature and extent of the damages and/or legal
liability therefor.
6. Representations and Warranties of the Company. The Company hereby
represents and warrants that the following are true and correct as of the date
hereof: (a) the Company is a corporation validly existing and in good standing
under the laws of the State of Texas; and (b) the Company has the corporate
power and authority to execute, deliver and perform its obligations under this
Agreement, and the execution, delivery and performance by it of this Agreement
has been duly authorized by all necessary action, and this Agreement constitutes
the valid and binding obligation of the Company, enforceable against it in
accordance with the terms hereof.
7. Amendment and Assignment. This Agreement may be amended, modified or
supplemented only by an instrument in writing executed by the parties hereto.
This Agreement shall extend to and be binding upon each of the parties and their
respective heirs, successors, assigns, legal representatives and any corporation
or other entity into or with which any party hereto may merge or consolidate.
Notwithstanding the above, neither this Agreement nor any right created hereby
shall be assignable to any party hereto.
8. Notice. Any notice or communication must be in writing and given by
depositing the same in the United States mail, addressed to the party to be
notified, postage prepaid and registered or certified with return receipt
requested, or by delivering the same in person or by facsimile. Any such notice
or communication shall be deemed received, if not earlier received, on the third
business day following the date on which it is mailed, or on the day on which it
is hand delivered or delivered by facsimile, as the case may be.
<PAGE> 4
Nanni
9. Entire Agreement. This Agreement contains the entire agreement of
the parties hereto with respect to the subject matter hereof, and supersedes all
prior agreements and understandings, oral or written, relating to the subject
matter hereof.
10. Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable by a court of competent jurisdiction, such
provisions shall be deemed severable and this Agreement shall be construed and
enforced as if such illegal, invalid or unenforceable provisions did not
comprise a part hereof unless the loss of such provision causes this Agreement
to fail of its essential purpose; and the remaining provisions hereof shall
remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance herefrom except as
aforesaid. Furthermore, in lieu of such illegal, invalid or unenforceable
provision, the parties agree to meet to determine in good faith, or will ask the
court to determine, a provision as similar in its terms to such illegal, invalid
or unenforceable provision as may be possible and be legal, valid and
enforceable and such provision so determined shall then be added as part of this
Agreement.
11. Governing Law. This Agreement and the rights and obligations of the
parties hereto, shall be governed, construed and enforced in accordance with the
laws of the State of Texas.
<PAGE> 5
Nanni
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
/s/ John N. Nanni
---------------------------------------
John N. Nanni, Individually and as
Trustee of the John N. Nanni, Trust
INTERNET AMERICA, INC.
By: /s/ Michael T. Maples
------------------------------------
Michael T. Maples,
President
<PAGE> 6
Nanni
Schedule I
<TABLE>
<CAPTION>
Number of shares originally
underlying Claimant's
Option Date Former Option (1) Exercise Price
- ----------- --------------------------- --------------
<S> <C> <C>
10/27/96 28,250 $3.75
</TABLE>
- ------------------------
(1) This number is prior to reflecting the Company's previous 2.25 for 1.00
stock split.
<PAGE> 1
EXHIBIT 99.10
Williams
OPTION SETTLEMENT AGREEMENT
This Option Settlement Agreement (this "Agreement") is made and entered
into as of the 15th day of January, 1999, by and between Janet L. Williams
("Claimant") and Internet America, Inc., a Texas corporation (the "Company").
W I T N E S S E T H :
WHEREAS, disputes and controversies have arisen between Claimant and
the Company concerning, among other things, certain options which Claimant and
other former employees (the "Former Employees") of the Company claim were
granted and remain in effect (the "Former Options"); and
WHEREAS, the Company disputes both the existence and enforceability of
the Former Options; and
WHEREAS, in order to settle all disputes and controversies between
Claimant and the Company and to avoid the expense and uncertainty of litigation,
the Company is agreeable not to contest certain of the Former Options and to
register certain Underlying Stock with respect to such recognized Former
Options, subject to the terms and conditions of this Agreement and other
agreements similar to this Agreement which are to be entered into by other
Former Claimants.
NOW, THEREFORE, in consideration of the mutual promises contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree to
settle their disputes on the following terms:
1. Agreement Regarding Former Options. Claimant represents and warrants
to the Company that Claimant is the legal and beneficial owner of any rights
relating to the option listed on Schedule I attached hereto ("Claimant's Former
Option"); and that beyond such rights Claimant has and will assert no other
rights or claims, directly or indirectly, oral or written, to acquire any
capital stock of the Company or any other security of the Company. The parties
hereby agree that the rights of Claimant under the Claimant's Former Option are
hereby modified, amended and changed to provide that Claimant may exercise the
Claimant's Former Options to purchase only an aggregate of 2,500 shares of
Common Stock (the "Exercisable Portion of the Option"), which purchase must be
during the exercise period and at the exercise price of $1.67 per share. The
parties expressly agree that the only portion of the Claimant's Former Option
that may be exercised is the Exercisable Portion of the Option, and that any
excess portion is forever and completely terminated, canceled and rescinded.
Claimant agrees to indemnify and hold harmless the Company for any claim
asserted by or through Claimant under Claimant's Former Option, other than the
Exercisable Portion of the Option.
<PAGE> 2
Williams
2. Registration of Underlying Stock. The Company hereby agrees to use
its best efforts to cause the registration under the Securities Act of 1933, as
amended, on Form S-8 or other appropriate form (the "Registration Statement"),
the Common Stock underlying the Exercisable Portion of the Option ("Claimant's
Underlying Stock") as soon as possible after the date hereof. Claimant agrees to
provide all such information as may be necessary to assist the Company in such
efforts. The parties agree that if the Registration Statement has not become
effective by February 15, 1999, except by reason of Claimant's failure to comply
with the previous sentence, then this Agreement shall become null and void and
of no further force or effect. The Company agrees that it will handle the
exercise by Claimant of the Exercisable Portion of the Option in substantially
the same respect as it handles the exercise of stock options by other holders of
stock options of the Company.
3. Claimant Release. Claimant, on his own behalf and on behalf of his
attorneys, agents, successors, heirs, legal representatives and assigns
(collectively, the "Releasors") agrees to release and does hereby release,
acquit and forever discharge the Company and its officers, directors, agents,
employees and attorneys and the respective successors, heirs, legal
representatives and assigns of each of the foregoing (collectively, the
"Releasees") from, and extinguishes, any and all claims, demands, debts,
damages, costs, losses, expenses, commissions, actions, causes of action,
rights, liabilities, obligations and chooses in action of whatever nature or
type which any of the Releasors have, or may have, or which have been, or could
have been, or in the future otherwise might have been asserted, known and
unknown, in connection with actions or inactions of the Releasees or otherwise,
or any of them, occurring on or prior to the date hereof (collectively, the
"Claims"), except that in no event shall this paragraph operate to release from
any claims or liability resulting from a breach of the representations,
warranties, covenants and agreements of the Company contained in this Agreement.
Claimant further agrees that he will not sue any of the Releasees by
asserting in any way the rights, claims, actions, accounts, demands, contracts,
debts, controversies, agreements, lawsuits, damages, liabilities and causes of
action released by this Agreement.
4. Company Release. The Company, on its own behalf and on behalf of its
officers, directors, attorneys, agents, successors and assigns (collectively,
the "Company Releasors") agrees to release and does hereby release, acquit and
forever discharge Claimant and his agents and attorneys and the respective
successors, heirs, legal representatives and assigns of each of the foregoing
(collectively, the "Company Releasees") from, and extinguishes, any and all
claims, demands, debts, damages, costs, losses, expenses, commissions, actions,
causes of action, rights, liabilities, obligations and chooses in action of
whatever nature or type which any of the Company Releasors have, or may have, or
which have been, or could have been, or in the future otherwise might have been
asserted, known and unknown, in connection with actions or inactions of the
Company Releasees or otherwise, or any of them, occurring on or prior to the
date hereof (collectively, the "Company Claims"), except that in no event shall
this paragraph operate to release from any claims or liability resulting from a
breach of the representations, warranties, covenants and agreements of Claimant
contained in this Agreement.
<PAGE> 3
Williams
The Company further agrees that it will not sue any of the Company
Releasees, by asserting in any way the rights, claims, actions, accounts,
demands, contracts, debts, controversies, agreements, lawsuits, damages,
liabilities and causes of action released by this Agreement.
5. Representations and Warranties of Claimant. Claimant hereby
represents and warrants that the following are true and correct as of the date
hereof: (a) Claimant has the power and authority to execute, deliver and perform
his obligations under this Agreement, and this Agreement constitutes the valid
and binding obligation of Claimant enforceable against him in accordance with
the terms hereof; (b) none of the Releasors have assigned, sold, conveyed or
otherwise transferred all or any portion of the Claims; and (c) Claimant has
consulted or has had sufficient opportunity to discuss with any person,
including an attorney of his choice, all provisions of this Agreement, that he
has carefully read and fully understands all the provisions of this Agreement,
that he is competent to execute this Agreement, and that he is voluntarily
entering into this Agreement of his own free will and accord, without reliance
upon any statement or representation of any person or parties released, or their
representatives, concerning the nature and extent of the damages and/or legal
liability therefor.
6. Representations and Warranties of the Company. The Company hereby
represents and warrants that the following are true and correct as of the date
hereof: (a) the Company is a corporation validly existing and in good standing
under the laws of the State of Texas; and (b) the Company has the corporate
power and authority to execute, deliver and perform its obligations under this
Agreement, and the execution, delivery and performance by it of this Agreement
has been duly authorized by all necessary action, and this Agreement constitutes
the valid and binding obligation of the Company, enforceable against it in
accordance with the terms hereof.
7. Amendment and Assignment. This Agreement may be amended, modified or
supplemented only by an instrument in writing executed by the parties hereto.
This Agreement shall extend to and be binding upon each of the parties and their
respective heirs, successors, assigns, legal representatives and any corporation
or other entity into or with which any party hereto may merge or consolidate.
Notwithstanding the above, neither this Agreement nor any right created hereby
shall be assignable to any party hereto.
8. Notice. Any notice or communication must be in writing and given by
depositing the same in the United States mail, addressed to the party to be
notified, postage prepaid and registered or certified with return receipt
requested, or by delivering the same in person or by facsimile. Any such notice
or communication shall be deemed received, if not earlier received, on the third
business day following the date on which it is mailed, or on the day on which it
is hand delivered or delivered by facsimile, as the case may be.
9. Entire Agreement. This Agreement contains the entire agreement of
the parties hereto with respect to the subject matter hereof, and supersedes all
prior agreements and understandings, oral or written, relating to the subject
matter hereof.
10. Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable by a court of competent jurisdiction, such
provisions shall be deemed severable and
<PAGE> 4
Williams
this Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provisions did not comprise a part hereof unless the loss of such
provision causes this Agreement to fail of its essential purpose; and the
remaining provisions hereof shall remain in full force and effect and shall not
be affected by the illegal, invalid or unenforceable provision or by its
severance herefrom except as aforesaid. Furthermore, in lieu of such illegal,
invalid or unenforceable provision, the parties agree to meet to determine in
good faith, or will ask the court to determine, a provision as similar in its
terms to such illegal, invalid or unenforceable provision as may be possible and
be legal, valid and enforceable and such provision so determined shall then be
added as part of this Agreement.
11. Governing Law. This Agreement and the rights and obligations of the
parties hereto, shall be governed, construed and enforced in accordance with the
laws of the State of Texas.
<PAGE> 5
Williams
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
/s/ Janet L. Williams
----------------------------------------
Janet L. Williams
INTERNET AMERICA, INC.
By: /s/ Michael T. Maples
------------------------------------
Michael T. Maples,
President
<PAGE> 6
Williams
Schedule I
<TABLE>
<CAPTION>
Number of shares originally
underlying Claimant's
Option Date Former Option (1) Exercise Price
- ----------- --------------------------- --------------
<S> <C> <C>
2/24/97 5,000 $1.00
</TABLE>
- ----------
(1) This number is prior to reflecting the Company's previous 2.25 for 1.00
stock split.
<PAGE> 1
EXHIBIT 99.11
NON-QUALIFIED STOCK OPTION AGREEMENT
Agreement made effective as of the 27th day of October, 1996 by and between
INTERNET AMERICA, INC. (the "Company") and DAVID BUTLER (the "Optionee").
1. Definitions. For purposes of this Agreement:
a. "Board" means the Board of Directors of the Company.
b. "Change in Capitalization" means any increase or reduction in the
number of Shares, or any change (including, but not limited to, a change in
value) in the Shares or exchange of Shares for a different number or kind
of Shares or other securities of the Company, by reason of a
reclassification, recapitalization, merger, consolidation, reorganization,
stock dividend, stock split or reverse stock split, combination or exchange
of shares or other similar events.
c. "Change in Control" shall be deemed to have occurred when the first
of the following events occurs:
(i) when the Company acquires actual knowledge that any person
or group (as such terms are used in Sections 13(d) and 14(d)
(2) of the Exchange Act), other than an employee benefit
plan established or maintained by the Company or any of its
subsidiaries or the current largest stockholder, is or
becomes the beneficial owner (as defined under rule 13d-3 of
the Exchange Act) directly or indirectly, or securities of
the Company representing 30 percent or more of the combined
voting power of the Company's directors;
(ii) upon the approval by the Company's stockholders of (A) a
merger or consolidation of the Company with or into another
Corporation (other than a merger or consolidation in which
the Company is the surviving corporation and which does not
result in any capital reorganization or reclassification or
other change in the Company's the outstanding shares of
common stock), (B) a sale of disposition of all or
substantially all of the Company's assets of (C) a plan of
liquidation of dissolution of the Company; or
(iii) if, at any time, two-thirds of the members of the Board are
not "Continuing Directors". For this purpose "Continuing
Directors" shall mean the members of the Board of Directors
as of September 30, 1995, and any individual who becomes a
member of the Board thereafter if his or her election or
nomination for election as a director was approved by a vote
of at least two-third of the Continuing Directors then in
office.
<PAGE> 2
d. "Code" means the Internal Revenue Code of 1986, as amended.
e. "Company" means Internet America, Inc., a Texas corporation.
f. "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
g. "Fair Market Value" on any date means the closing price of Shares
on such date on the principal national securities exchange on which Shares
are listed or admitted to trading, the arithmetic mean of the per Share
closing bid priced and per Share closing asked price on such date as quoted
on the National Association of Securities Dealers Automated Quotation
System or such then market in which such prices are regularly quoted, or,
if there have been no published bid or asked quotations with respect to
Shares on such date, the Fair Market Value shall be the value established
by the Board in good faith and in accordance with Section 422 of the Code.
h. "Shares" means the common stock, par value $.01 per share, of the
Company.
2. Grant of Option. The Company hereby grants to the Optionee, for valuable
consideration, receipt of which is hereby acknowledged, a Non-Qualified Stock
Option ("Option") to purchase from the Company an aggregate of 40,000 Shares at
a purchase price (the "Option Price") of $7.50 per share.
3. Exercise Period. The Option shall become non-forfeitable according to the
following schedule and shall hereafter be exercisable in whole or in part:
(i) First Installment: 4,000 on October 27, 1997;
(ii) Second Installment: 12,000 on October 27, 1998;
(iii) Third Installment: 12,000 on October 27, 1999; and
(iv) Fourth Installment: 12,000 on October 27, 2000.
The Option may be exercised only with respect to full Shares and may not be
exercised after the close of business on the day (the "Termination Date")
preceding the tenth anniversary of the date hereof. The Option shall have no
effect after the Termination Date.
4. Exercise of an Option. The exercise of an Option shall be made only by a
written notice delivered in person or by mail to the Secretary of the Company at
the Company's principal executive office, specifying the number of Shares to be
purchased and accompanied by payment therefor. The purchase price for any Shares
purchased pursuant to the exercise of an Option shall be paid in full upon such
exercise by delivery of cash or personal check in amount of purchase price. The
written notice may provide instructions from the Optionee to the Company that
upon receipt of the purchase price in cash from the Optionee's broker or dealer,
designated as such on the written notice, in payment for any Shares purchased
pursuant to the exercise of an Option, the
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<PAGE> 3
Company shall issue such Shares directly to the broker or dealer. If requested
by the Board, the Optionee shall deliver this Agreement to the Secretary of the
Company who shall endorse thereon a notation of such exercise and return such
Agreement to the Optionee. No fractional Shares (or cash in lieu thereof) shall
be issued upon exercise of an Option and the number of Shares that may be
purchased upon exercise shall be rounded to the nearest number of whole Shares.
5. Rights of Optionee. The Optionee shall not be deemed for any purpose to be
the owner of any Shares subject to any Option unless and until (i) the Option
shall have been exercised pursuant to the terms thereof, (ii) the Company shall
have issued and delivered the Shares to the Optionee and (iii) the Optionee's
name shall have been entered as a stockholder of record on the books of the
Company. Thereupon, the Optionee shall have full voting, dividend and other
ownership rights with respect to such Shares.
6. Adjustment Upon Changes in Capitalization.
a. Subject to Section 7, in the event of a Change in Capitalization,
the number and class of Shares or other stock or securities which are
subject to the Option, and the purchase price therefor, if applicable,
shall be appropriately and equitably adjusted.
b. If, by reason of a Change in Capitalization, the Optionee shall be
entitled to exercise an Option with respect to new, additional or different
shares of stock or securities, such new, additional or different shares
shall thereupon be subject to all of the conditions which were applicable
to the Shares subject to the Option, as the case may be, prior to such
Change in Capitalization.
7. Effect of Certain Transactions. In the event of (i) the liquidation or
dissolution of the Company or (ii) a merger or consolidation of the Company (a
"Transaction"), the Option issued hereunder shall continue in effect in
accordance with its terms and the Optionee shall be entitled to receive in
respect of each Share subject to any outstanding Option, upon exercise of any
Option, the same number and kind of stock, securities, cash, property, or other
consideration that each holder of a Share was entitled to receive in the
Transaction in respect of a Share. In the event that, after a Transaction, there
occurs any Change in Capitalization with respect to the shares of a surviving or
resulting corporation, then adjustments similar to, and subject to the same
conditions as, those in Section 6 hereof shall be made by the Board.
8. Effect of Change in Control. Notwithstanding anything contained in the
Plan or an Agreement to the contrary, in the event of a Change in Control, all
Options outstanding on the date of such Change in Control shall become
immediately and fully exercisable.
9. Effect of Certain Transactions.
a. Notwithstanding anything to the contrary or in the Agreement, the
Optionee shall forfeit 100% of the Options granted pursuant to this
Agreement, whether
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<PAGE> 4
or not vested, if the Optionee breaches the provisions of subsections (b)
or (d) of this Section 9.
b. During the period that the Optionee is employed by the Company or
any affiliate of the Company (the "Service Term") and for a period of one
year thereafter, the Optionee shall not, in the continental United States,
directly or indirectly, own, manage, operate, join, control, be employed
by, or participate in the ownership, management, operation or control of or
be connected in any manner, including but not limited to holding the
positions of shareholder, director, officer, consultant, independent
contractor, employee, partner, or investor, with any Competing Enterprise.
For purposes of this Section, the term "Competing Enterprise" shall mean
any person, corporation, partnership or other entity engaged in the
operation of an internet service provider. The prohibition of this Section
9 shall not be deemed to prevent Optionee from owning 2% or less of any
class of equity securities registered under Section 12 of the Exchange Act.
During the Service Term and for a period of one year thereafter, the
Optionee shall not interfere with the Company's relationship with, or
endeavor to entice away from the Company, any person who at any time during
the Service Term was an employee or customer of the Company or otherwise
had a material business relationship with the Company.
c. The necessity for protection of the Company and its affiliates
against the Optionee's competition, as well as the nature and scope of such
protection, has been carefully considered by the parties hereto in light of
the uniqueness of the Optionee's talent and his importance to the Company.
Accordingly, the Optionee agrees that, in addition to any other relief to
which the Company may be entitled, the Company shall be entitled to seek
and obtain injunctive relief (without the requirement of any bond) from a
court of competent jurisdiction for the purpose of restraining the Optionee
from any actual or threatened breach of the covenant contained in this
Section 9. If for any reason a final decision of any court determines that
the restrictions under this Section 9 are not reasonable or that
consideration therefor is inadequate, such restrictions shall be
interpreted, modified or rewritten by such court to include as much of the
duration, scope and geographic area identified in this Section 9 as will
render such restrictions valid and enforceable.
d. The Optionee shall not intentionally disclose or reveal to an
unauthorized person, during the Service Term or for a two year period
thereafter, any information relating to the confidential affairs of the
company or any of its affiliates, including but not limited to technical
information, business and marketing plans, strategies, customer
information, other information concerning the Company's products,
promotions, development, financing, expansion plans, business policies and
practices, and other forms of information considered by the Company to be
confidential and in the nature of trade secrets. The Optionee shall hold as
property of the Company and its affiliates all memoranda, books, papers,
letters and other data, and all copies thereof or therefrom, which are in
any way substantially related to the business of the company or its
affiliates, whether made by him or otherwise coming into his possession
and, on a prior
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<PAGE> 5
written demand of the Company made within two years after the end of the
Service Term, shall deliver the same to the company.
10. General Rules
a. The obligation of the Company to sell or deliver Shares with
respect to the Options granted shall be subject to all applicable laws,
rules and regulations, including all applicable federal and state
securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Board.
b. The Company shall have the right to deduct from any distribution of
cash to Optionee, an amount equal to the federal, state and local income
taxes and other amounts as may be required by law to be withheld (the
"Withholding Taxes") with respect to any Option. If Optionee is entitled to
receive Shares upon exercise of an Option, the Optionee shall pay the
Withholding Taxes to the Company prior to the issuance, or release from
escrow, of such Shares. In satisfaction of the Withholding Taxes to the
Company, the Optionee may make a written election (the "Tax Election"),
which may be accepted or rejected in the discretion of the Board, to have
withheld a portion of the Shares issuable to him or her upon exercise of
the Option having an aggregate Fair Market Value, on the date preceding the
date of exercise, equal to the Withholding Taxes, provided that in respect
of an Optionee who may be subject to liability under Section 16(b) of the
Exchange Act either (i)(A) the Optionee makes the Tax Election at least six
(6) months after the date the Option was granted, (B) the Option is
exercised during the ten day period beginning on the third business day and
ending on the twelfth business day following the release for publication of
the Company's quarterly or annual statements of earnings (a "Window
Period") and (C the Tax Election is made during the Window Period in which
the Option is exercised prior to such Window Period and subsequent to the
immediately preceding Window Period or (ii)(A) the Tax Election is made at
least six (6) months prior to the date the Option is exercised prior to the
expiration of six (6) months following an election to revoke the Tax
Election. Notwithstanding the foregoing, the Board may, by the adoption or
rules or otherwise, (i) modify the provisions in the preceding sentence or
impose such other restrictions or limitations on Tax Elections as may be
necessary to ensure that the Tax Elections will be exempt transactions
under Section 16(b) of the Exchange Act, an (ii) permit Tax Elections to be
made at such other times and subject to such other conditions as the Board
determines will constitute exempt transactions under Section 16b of the
Exchange Act.
c. If Optionee makes a disposition, within the meaning of Section
424(c)of the Code and regulations promulgated thereunder, of any Share or
Shares issued to such Optionee pursuant to the exercise of an Option within
the two-year period commencing on the day after the date of the grant or
within the one-year period commencing on the day after the date of transfer
of such Share or Shares to the Optionee pursuant to such exercise, the
Optionee shall, within ten (10) days of such disposition, notify the
Company thereof, by delivery of written notice to the Company at its
principal
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<PAGE> 6
executive office, and immediately deliver to the Company the amount of
Withholding Taxes.
d. No Option granted hereunder shall be transferable by the Optionee
to whom granted otherwise than by will or the laws of descent and
distribution, and an Option may be exercised during the lifetime of such
Optionee only by the Optionee or his or her guardian or legal
representative. The terms of such an Option shall be final, binding and
conclusive upon the beneficiaries, executors, administrators, heirs and
successors of the Optionee.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed
and the Optionee has hereunto set his hand, as of the day and year first above
written.
INTERNET AMERICA, INC.
/s/ ROBERT J. MAYNARD, JR.
--------------------------------------------
Robert J. Maynard, Jr.
Chief Executive Officer
OPTIONEE
/s/ DAVID BUTLER
--------------------------------------------
Page 6
<PAGE> 1
EXHIBIT 99.12
NON-QUALIFIED STOCK OPTION AGREEMENT
Agreement made effective as of the 27th day of June, 1996 by and between
INTERNET AMERICA, INC. (the "Company") and SCOTT LENT ("Optionee").
1. Definitions. For purposes of this Agreement:
a. "Board" means the Board of Directors of the Company.
b. "Change in Capitalization" means any increase or reduction in the
number of Shares, or any change (including, but not limited to, a change in
value) in the Shares or exchange of Shares for a different number or kind
of Shares or other securities of the Company, by reason of a
reclassification, recapitalization, merger, consolidation, reorganization,
stock dividend, stock split or reverse stock split, combination or exchange
of shares or other similar events.
c. "Change in Control" shall be deemed to have occurred when the first
of the following events occurs:
(i) when the Company acquires actual knowledge that any person
or group (as such terms are used in Sections 13(d) and 14(d)
(2) of the Exchange Act), other than an employee benefit
plan established or maintained by the Company or any of its
subsidiaries or the current largest stockholder, is or
becomes the beneficial owner (as defined under rule 13d-3 of
the Exchange Act) directly or indirectly, or securities of
the Company representing 30 percent or more of the combined
voting power of the Company's directors;
(ii) upon the approval by the Company's stockholders of (A) a
merger or consolidation of the Company with or into another
Corporation (other than a merger or consolidation in which
the Company is the surviving corporation and which does not
result in any capital reorganization or reclassification or
other change in the Company's the outstanding shares of
common stock), (B) a sale of disposition of all or
substantially all of the Company's assets of (C) a plan of
liquidation of dissolution of the Company; or
(iii) if, at any time, two-thirds of the members of the Board are
not "Continuing Directors". For this purpose "Continuing
Directors" shall mean the members of the Board of Directors
as of September 30, 1995, and any individual who becomes a
member of the Board thereafter if his or her election or
nomination for election as a director was approved by a vote
of at least two-third of the Continuing Directors then in
office.
<PAGE> 2
d. "Code" means the Internal Revenue Code of 1986, as amended.
e. "Company" means Internet America, Inc., a Texas corporation.
f. "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
g. "Fair Market Value" on any date means the closing price of Shares
on such date on the principal national securities exchange on which Shares
are listed or admitted to trading, the arithmetic mean of the per Share
closing bid priced and per Share closing asked price on such date as quoted
on the National Association of Securities Dealers Automated Quotation
System or such then market in which such prices are regularly quoted, or,
if there have been no published bid or asked quotations with respect to
Shares on such date, the Fair Market Value shall be the value established
by the Board in good faith and in accordance with Section 422 of the Code.
h. "Shares" means the common stock, par value $.01 per share, of the
Company.
2. Grant of Option. The Company hereby grants to the Optionee, for valuable
consideration, receipt of which is hereby acknowledged, a Non-Qualified Stock
Option ("Option") to purchase from the Company an aggregate of 50,000 Shares at
a purchase price (the "Option Price") of $7.50 per share.
3. Exercise Period. The Option shall become non-forfeitable according to the
following schedule and shall hereafter be exercisable in whole or in part:
(i) First Installment: 25,000 immediately upon grant; and
(ii) Second Installment: 25,000 on December 16, 1996
The Option may be exercised only with respect to full Shares and may not be
exercised after the close of business on the day (the "Termination Date")
preceding the tenth anniversary of the date hereof. The Option shall have no
effect after the Termination Date.
4. Exercise of an Option. The exercise of an Option shall be made only by a
written notice delivered in person or by mail to the Secretary of the Company at
the Company's principal executive office, specifying the number of Shares to be
purchased and accompanied by payment therefor. The purchase price for any Shares
purchased pursuant to the exercise of an Option shall be paid in full upon such
exercise by delivery of cash or personal check in amount of purchase price. The
written notice may provide instructions from the Optionee to the Company that
upon receipt of the purchase price in cash from the Optionee's broker or dealer,
designated as such on the written notice, in payment for any Shares purchased
pursuant to the exercise of an Option, the Company shall issue such Shares
directly to the broker or dealer. If requested by the Board, the Optionee shall
deliver this Agreement to the Secretary of the Company who shall endorse thereon
a notation of such exercise and return such Agreement to the Optionee. No
fractional Shares (or cash in lieu thereof) shall be issued upon exercise of an
Option and the number of
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Shares that may be purchased upon exercise shall be rounded to the nearest
number of whole Shares.
5. Rights of Optionee. The Optionee shall not be deemed for any purpose to be
the owner of any Shares subject to any Option unless and until (i) the Option
shall have been exercised pursuant to the terms thereof, (ii) the Company shall
have issued and delivered the Shares to the Optionee and (iii) the Optionee's
name shall have been entered as a stockholder of record on the books of the
Company. Thereupon, the Optionee shall have full voting, dividend and other
ownership rights with respect to such Shares.
6. Adjustment Upon Changes in Capitalization.
a. Subject to Section 7, in the event of a Change in Capitalization,
the number and class of Shares or other stock or securities which are
subject to the Option, and the purchase price therefor, if applicable,
shall be appropriately and equitably adjusted.
b. If, by reason of a Change in Capitalization, the Optionee shall be
entitled to exercise an Option with respect to new, additional or different
shares of stock or securities, such new, additional or different shares
shall thereupon be subject to all of the conditions which were applicable
to the Shares subject to the Option, as the case may be, prior to such
Change in Capitalization.
7. Effect of Certain Transactions. In the event of (i) the liquidation or
dissolution of the Company or (ii) a merger or consolidation of the Company (a
"Transaction"), the Option issued hereunder shall continue in effect in
accordance with its terms and the Optionee shall be entitled to receive in
respect of each Share subject to any outstanding Option, upon exercise of any
Option, the same number and kind of stock, securities, cash, property, or other
consideration that each holder of a Share was entitled to receive in the
Transaction in respect of a Share. In the event that, after a Transaction, there
occurs any Change in Capitalization with respect to the shares of a surviving or
resulting corporation, then adjustments similar to, and subject to the same
conditions as, those in Section 6 hereof shall be made by the Board.
8. Effect of Change in Control. Notwithstanding anything contained in the Plan
or an Agreement to the contrary, in the event of a Change in Control, all
Options outstanding on the date of such Change in Control shall become
immediately and fully exercisable.
9. Effect of Certain Transactions.
a. Notwithstanding anything to the contrary or in the Agreement, the
Optionee shall forfeit 100% of the Options granted pursuant to this
Agreement, whether or not vested, if the Optionee breaches the provisions
of subsections (b) or (d) of this Section 9.
b. During the period that the Optionee is employed by the Company or
any affiliate of the Company (the "Service Term") and for a period of one
year thereafter,
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the Optionee shall not, in the continental United States, directly or
indirectly, own, manage, operate, join, control, be employed by, or
participate in the ownership, management, operation or control of or be
connected in any manner, including but not limited to holding the positions
of shareholder, director, officer, consultant, independent contractor,
employee, partner, or investor, with any Competing Enterprise. For purposes
of this Section, the term "Competing Enterprise" shall mean any person,
corporation, partnership or other entity engaged in the operation of an
internet service provider. The prohibition of this Section 9 shall not be
deemed to prevent Optionee from owning 2% or less of any class of equity
securities registered under Section 12 of the Exchange Act. During the
Service Term and for a period of one year thereafter, the Optionee shall
not interfere with the Company's relationship with, or endeavor to entice
away from the Company, any person who at any time during the Service Term
was an employee or customer of the Company or otherwise had a material
business relationship with the Company.
c. The necessity for protection of the Company and its affiliates
against the Optionee's competition, as well as the nature and scope of such
protection, has been carefully considered by the parties hereto in light of
the uniqueness of the Optionee's talent and his importance to the Company.
Accordingly, the Optionee agrees that, in addition to any other relief to
which the Company may be entitled, the Company shall be entitled to seek
and obtain injunctive relief (without the requirement of any bond) from a
court of competent jurisdiction for the purpose of restraining the Optionee
from any actual or threatened breach of the covenant contained in this
Section 9. If for any reason a final decision of any court determines that
the restrictions under this Section 9 are not reasonable or that
consideration therefor is inadequate, such restrictions shall be
interpreted, modified or rewritten by such court to include as much of the
duration, scope and geographic area identified in this Section 9 as will
render such restrictions valid and enforceable.
d. The Optionee shall not intentionally disclose or reveal to an
unauthorized person, during the Service Term or for a two year period
thereafter, any information relating to the confidential affairs of the
company or any of its affiliates, including but not limited to technical
information, business and marketing plans, strategies, customer
information, other information concerning the Company's products,
promotions, development, financing, expansion plans, business policies and
practices, and other forms of information considered by the Company to be
confidential and in the nature of trade secrets. The Optionee shall hold as
property of the Company and its affiliates all memoranda, books, papers,
letters and other data, and all copies thereof or therefrom, which are in
any way substantially related to the business of the company or its
affiliates, whether made by him or otherwise coming into his possession
and, on a prior written demand of the Company made within two years after
the end of the Service Term, shall deliver the same to the company.
Page 4
<PAGE> 5
10. General Rules
a. The obligation of the Company to sell or deliver Shares with
respect to the Options granted shall be subject to all applicable laws,
rules and regulations, including all applicable federal and state
securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Board.
b. The Company shall have the right to deduct from any distribution of
cash to Optionee, an amount equal to the federal, state and local income
taxes and other amounts as may be required by law to be withheld (the
"Withholding Taxes") with respect to any Option. If Optionee is entitled to
receive Shares upon exercise of an Option, the Optionee shall pay the
Withholding Taxes to the Company prior to the issuance, or release from
escrow, of such Shares. In satisfaction of the Withholding Taxes to the
Company, the Optionee may make a written election (the "Tax Election"),
which may be accepted or rejected in the discretion of the Board, to have
withheld a portion of the Shares issuable to him or her upon exercise of
the Option having an aggregate Fair Market Value, on the date preceding the
date of exercise, equal to the Withholding Taxes, provided that in respect
of an Optionee who may be subject to liability under Section 16(b) of the
Exchange Act either (i)(A) the Optionee makes the Tax Election at least six
(6) months after the date the Option was granted, (B) the Option is
exercised during the ten day period beginning on the third business day and
ending on the twelfth business day following the release for publication of
the Company's quarterly or annual statements of earnings (a "Window
Period") and (C the Tax Election is made during the Window Period in which
the Option is exercised prior to such Window Period and subsequent to the
immediately preceding Window Period or (ii)(A) the Tax Election is made at
least six (6) months prior to the date the Option is exercised prior to the
expiration of six (6) months following an election to revoke the Tax
Election. Notwithstanding the foregoing, the Board may, by the adoption or
rules or otherwise, (i) modify the provisions in the preceding sentence or
impose such other restrictions or limitations on Tax Elections as may be
necessary to ensure that the Tax Elections will be exempt transactions
under Section 16(b) of the Exchange Act, an (ii) permit Tax Elections to be
made at such other times and subject to such other conditions as the Board
determines will constitute exempt transactions under Section 16b of the
Exchange Act.
c. If Optionee makes a disposition, within the meaning of Section
424(c)of the Code and regulations promulgated thereunder, of any Share or
Shares issued to such Optionee pursuant to the exercise of an Option within
the two-year period commencing on the day after the date of the grant or
within the one-year period commencing on the day after the date of transfer
of such Share or Shares to the Optionee pursuant to such exercise, the
Optionee shall, within ten (10) days of such disposition, notify the
Company thereof, by delivery of written notice to the Company at its
principal executive office, and immediately deliver to the Company the
amount of Withholding Taxes.
d. No Option granted hereunder shall be transferable by the Optionee
to whom granted otherwise than by will or the laws of descent and
distribution, and an Option
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<PAGE> 6
may be exercised during the lifetime of such Optionee only by the Optionee
or his or her guardian or legal representative. The terms of such an Option
shall be final, binding and conclusive upon the beneficiaries, executors,
administrators, heirs and successors of the Optionee.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed
and the Optionee has hereunto set his hand, as of the day and year first above
written.
INTERNET AMERICA, INC.
/s/ ROBERT J. MAYNARD, JR.
--------------------------------------------
Robert J. Maynard, Jr.
Chief Executive Officer
OPTIONEE
/s/ SCOTT LENT
--------------------------------------------
Page 6
<PAGE> 1
EXHIBIT 99.13
NON-QUALIFIED STOCK OPTION AGREEMENT
Agreement made effective as of the 27th day of October, 1996 by and between
INTERNET AMERICA, INC. (the "Company") and BOBBY MANSON (the "Optionee").
1. Definitions. For purposes of this Agreement:
a. "Board" means the Board of Directors of the Company.
b. "Change in Capitalization" means any increase or reduction in the
number of Shares, or any change (including, but not limited to, a change in
value) in the Shares or exchange of Shares for a different number or kind
of Shares or other securities of the Company, by reason of a
reclassification, recapitalization, merger, consolidation, reorganization,
stock dividend, stock split or reverse stock split, combination or exchange
of shares or other similar events.
c. "Change in Control" shall be deemed to have occurred when the first
of the following events occurs:
(i) when the Company acquires actual knowledge that any person or
group (as such terms are used in Sections 13(d) and 14(d) (2) of
the Exchange Act), other than an employee benefit plan
established or maintained by the Company or any of its
subsidiaries or the current largest stockholder, is or becomes
the beneficial owner (as defined under rule 13d-3 of the
Exchange Act) directly or indirectly, or securities of the
Company representing 30 percent or more of the combined voting
power of the Company's directors;
(ii) upon the approval by the Company's stockholders of (A) a merger
or consolidation of the Company with or into another Corporation
(other than a merger or consolidation in which the Company is
the surviving corporation and which does not result in any
capital reorganization or reclassification or other change in
the Company's the outstanding shares of common stock), (B) a
sale of disposition of all or substantially all of the Company's
assets of (C) a plan of liquidation of dissolution of the
Company; or
(iii) if, at any time, two-thirds of the members of the Board are not
"Continuing Directors". For this purpose "Continuing Directors"
shall mean the members of the Board of Directors as of September
30, 1995, and any individual who becomes a member of the Board
thereafter if his or her election or nomination for election as
a director was approved by a vote of at least two-third of the
Continuing Directors then in office.
<PAGE> 2
d. "Code" means the Internal Revenue Code of 1986, as amended.
e. "Company" means Internet America, Inc., a Texas corporation.
f. "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
g. "Fair Market Value" on any date means the closing price of Shares
on such date on the principal national securities exchange on which Shares
are listed or admitted to trading, the arithmetic mean of the per Share
closing bid priced and per Share closing asked price on such date as quoted
on the National Association of Securities Dealers Automated Quotation
System or such then market in which such prices are regularly quoted, or,
if there have been no published bid or asked quotations with respect to
Shares on such date, the Fair Market Value shall be the value established
by the Board in good faith and in accordance with Section 422 of the Code.
h. "Shares" means the common stock, par value $.01 per share, of the
Company.
2. Grant of Option. The Company hereby grants to the Optionee, for valuable
consideration, receipt of which is hereby acknowledged, a Non-Qualified Stock
Option ("Option") to purchase from the Company an aggregate of 10,000 Shares at
a purchase price (the "Option Price") of $3.75 per share.
3. Exercise Period. The Option shall become non-forfeitable according to
the following schedule and shall hereafter be exercisable in whole or in part:
(i) First Installment: 1,000 on April 29, 1997;
(ii) Second Installment: 3,000 on April 29, 1998;
(iii) Third Installment: 3,000 on April 29, 1999; and
(iv) Fourth Installment: 3,000 on April 29, 2000.
The Option may be exercised only with respect to full Shares and may not be
exercised after the close of business on the day (the "Termination Date")
preceding the tenth anniversary of the date hereof. The Option shall have no
effect after the Termination Date.
4. Exercise of an Option. The exercise of an Option shall be made only by a
written notice delivered in person or by mail to the Secretary of the Company at
the Company's principal executive office, specifying the number of Shares to be
purchased and accompanied by payment therefor. The purchase price for any Shares
purchased pursuant to the exercise of an Option shall be paid in full upon such
exercise by delivery of cash or personal check in amount of purchase price. The
written notice may provide instructions from the Optionee to the Company that
upon receipt of the purchase price in cash from the Optionee's broker or dealer,
designated as such on the written notice, in payment for any Shares purchased
pursuant to the exercise of an Option, the
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<PAGE> 3
Company shall issue such Shares directly to the broker or dealer. If requested
by the Board, the Optionee shall deliver this Agreement to the Secretary of the
Company who shall endorse thereon a notation of such exercise and return such
Agreement to the Optionee. No fractional Shares (or cash in lieu thereof) shall
be issued upon exercise of an Option and the number of Shares that may be
purchased upon exercise shall be rounded to the nearest number of whole Shares.
5. Rights of Optionee. The Optionee shall not be deemed for any purpose to be
the owner of any Shares subject to any Option unless and until (i) the Option
shall have been exercised pursuant to the terms thereof, (ii) the Company shall
have issued and delivered the Shares to the Optionee and (iii) the Optionee's
name shall have been entered as a stockholder of record on the books of the
Company. Thereupon, the Optionee shall have full voting, dividend and other
ownership rights with respect to such Shares.
6. Adjustment Upon Changes in Capitalization.
a. Subject to Section 7, in the event of a Change in Capitalization,
the number and class of Shares or other stock or securities which are
subject to the Option, and the purchase price therefor, if applicable,
shall be appropriately and equitably adjusted.
b. If, by reason of a Change in Capitalization, the Optionee shall be
entitled to exercise an Option with respect to new, additional or different
shares of stock or securities, such new, additional or different shares
shall thereupon be subject to all of the conditions which were applicable
to the Shares subject to the Option, as the case may be, prior to such
Change in Capitalization.
7. Effect of Certain Transactions. In the event of (i) the liquidation or
dissolution of the Company or (ii) a merger or consolidation of the Company (a
"Transaction"), the Option issued hereunder shall continue in effect in
accordance with its terms and the Optionee shall be entitled to receive in
respect of each Share subject to any outstanding Option, upon exercise of any
Option, the same number and kind of stock, securities, cash, property, or other
consideration that each holder of a Share was entitled to receive in the
Transaction in respect of a Share. In the event that, after a Transaction, there
occurs any Change in Capitalization with respect to the shares of a surviving or
resulting corporation, then adjustments similar to, and subject to the same
conditions as, those in Section 6 hereof shall be made by the Board.
8. Effect of Change in Control. Notwithstanding anything contained in the Plan
or an Agreement to the contrary, in the event of a Change in Control, all
Options outstanding on the date of such Change in Control shall become
immediately and fully exercisable.
9. Effect of Certain Transactions.
a. Notwithstanding anything to the contrary or in the Agreement, the
Optionee shall forfeit 100% of the Options granted pursuant to this
Agreement, whether
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<PAGE> 4
or not vested, if the Optionee breaches the provisions of subsections
(b) or (d) of this Section 9.
b. During the period that the Optionee is employed by the Company or
any affiliate of the Company (the "Service Term") and for a period of one
year thereafter, the Optionee shall not, in the continental United States,
directly or indirectly, own, manage, operate, join, control, be employed
by, or participate in the ownership, management, operation or control of or
be connected in any manner, including but not limited to holding the
positions of shareholder, director, officer, consultant, independent
contractor, employee, partner, or investor, with any Competing Enterprise.
For purposes of this Section, the term "Competing Enterprise" shall mean
any person, corporation, partnership or other entity engaged in the
operation of an internet service provider ("ISP"), but shall exclude any
division or affiliate of an ISP not engaged in the operation of an ISP. The
prohibition of this Section 9 shall not be deemed to prevent Optionee from
owning 2% or less of any class of equity securities registered under
Section 12 of the Exchange Act. During the Service Term and for a period of
one year thereafter, the Optionee shall not interfere with the Company's
relationship with, or endeavor to entice away from the Company, any person
who at any time during the Service Term was an employee or customer of the
Company or otherwise had a material business relationship with the Company.
c. The necessity for protection of the Company and its affiliates
against the Optionee's competition, as well as the nature and scope of such
protection, has been carefully considered by the parties hereto in light of
the uniqueness of the Optionee's talent and his importance to the Company.
Accordingly, the Optionee agrees that, in addition to any other relief to
which the Company may be entitled, the Company shall be entitled to seek
and obtain injunctive relief (without the requirement of any bond) from a
court of competent jurisdiction for the purpose of restraining the Optionee
from any actual or threatened breach of the covenant contained in this
Section 9. If for any reason a final decision of any court determines that
the restrictions under this Section 9 are not reasonable or that
consideration therefor is inadequate, such restrictions shall be
interpreted, modified or rewritten by such court to include as much of the
duration, scope and geographic area identified in this Section 9 as will
render such restrictions valid and enforceable.
d. The Optionee shall not intentionally disclose or reveal to an
unauthorized person, during the Service Term or for a two year period
thereafter, any information relating to the confidential affairs of the
company or any of its affiliates, including but not limited to technical
information, business and marketing plans, strategies, customer
information, other information concerning the Company's products,
promotions, development, financing, expansion plans, business policies and
practices, and other forms of information considered by the Company to be
confidential and in the nature of trade secrets. The Optionee shall hold as
property of the Company and its affiliates all memoranda, books, papers,
letters and other data, and all copies thereof or therefrom, which are in
any way substantially related to the business of the company or its
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<PAGE> 5
affiliates, whether made by him or otherwise coming into his possession
and, on a prior written demand of the Company made within two years after
the end of the Service Term, shall deliver the same to the company.
10. General Rules
a. The obligation of the Company to sell or deliver Shares with
respect to the Options granted shall be subject to all applicable laws,
rules and regulations, including all applicable federal and state
securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Board.
b. The Company shall have the right to deduct from any distribution of
cash to Optionee, an amount equal to the federal, state and local income
taxes and other amounts as may be required by law to be withheld (the
"Withholding Taxes") with respect to any Option. If Optionee is entitled to
receive Shares upon exercise of an Option, the Optionee shall pay the
Withholding Taxes to the Company prior to the issuance, or release from
escrow, of such Shares. In satisfaction of the Withholding Taxes to the
Company, the Optionee may make a written election (the "Tax Election"),
which may be accepted or rejected in the discretion of the Board, to have
withheld a portion of the Shares issuable to him or her upon exercise of
the Option having an aggregate Fair Market Value, on the date preceding the
date of exercise, equal to the Withholding Taxes, provided that in respect
of an Optionee who may be subject to liability under Section 16(b) of the
Exchange Act either (i)(A) the Optionee makes the Tax Election at least six
(6) months after the date the Option was granted, (B) the Option is
exercised during the ten day period beginning on the third business day and
ending on the twelfth business day following the release for publication of
the Company's quarterly or annual statements of earnings (a "Window
Period") and (C the Tax Election is made during the Window Period in which
the Option is exercised prior to such Window Period and subsequent to the
immediately preceding Window Period or (ii)(A) the Tax Election is made at
least six (6) months prior to the date the Option is exercised prior to the
expiration of six (6) months following an election to revoke the Tax
Election. Notwithstanding the foregoing, the Board may, by the adoption or
rules or otherwise, (i) modify the provisions in the preceding sentence or
impose such other restrictions or limitations on Tax Elections as may be
necessary to ensure that the Tax Elections will be exempt transactions
under Section 16(b) of the Exchange Act, an (ii) permit Tax Elections to be
made at such other times and subject to such other conditions as the Board
determines will constitute exempt transactions under Section 16b of the
Exchange Act.
c. If Optionee makes a disposition, within the meaning of Section
424(c)of the Code and regulations promulgated thereunder, of any Share or
Shares issued to such Optionee pursuant to the exercise of an Option within
the two-year period commencing on the day after the date of the grant or
within the one-year period commencing on the day after the date of transfer
of such Share or Shares to the Optionee pursuant to such exercise, the
Optionee shall, within ten (10) days of such disposition, notify the
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<PAGE> 6
Company thereof, by delivery of written notice to the Company at its
principal executive office, and immediately deliver to the Company the
amount of Withholding Taxes.
d. No Option granted hereunder shall be transferable by the Optionee
to whom granted otherwise than by will or the laws of descent and
distribution, and an Option may be exercised during the lifetime of such
Optionee only by the Optionee or his or her guardian or legal
representative. The terms of such an Option shall be final, binding and
conclusive upon the beneficiaries, executors, administrators, heirs and
successors of the Optionee.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed
and the Optionee has hereunto set his hand, as of the day and year first above
written.
INTERNET AMERICA, INC.
/s/ ROBERT J. MAYNARD, JR.
--------------------------------------------
Robert J. Maynard, Jr.
Chief Executive Officer
OPTIONEE
/s/ BOBBY MANSEN
--------------------------------------------
Page 6
<PAGE> 1
EXHIBIT 99.14
NON-QUALIFIED STOCK OPTION AGREEMENT
Agreement made effective as of the 27th day of October, 1996 by and between
INTERNET AMERICA, INC. (the "Company") and TIM MARTIN (the "Optionee").
1. Definitions. For purposes of this Agreement:
a. "Board" means the Board of Directors of the Company.
b. "Change in Capitalization" means any increase or reduction in the
number of Shares, or any change (including, but not limited to, a change in
value) in the Shares or exchange of Shares for a different number or kind
of Shares or other securities of the Company, by reason of a
reclassification, recapitalization, merger, consolidation, reorganization,
stock dividend, stock split or reverse stock split, combination or exchange
of shares or other similar events.
c. "Change in Control" shall be deemed to have occurred when the first
of the following events occurs:
(i) when the Company acquires actual knowledge that any
person or group (as such terms are used in Sections
13(d) and 14(d) (2) of the Exchange Act), other than an
employee benefit plan established or maintained by the
Company or any of its subsidiaries or the current
largest stockholder, is or becomes the beneficial owner
(as defined under rule 13d-3 of the Exchange Act)
directly or indirectly, or securities of the Company
representing 30 percent or more of the combined voting
power of the Company's directors;
(ii) upon the approval by the Company's stockholders of (A)
a merger or consolidation of the Company with or into
another Corporation (other than a merger or
consolidation in which the Company is the surviving
corporation and which does not result in any capital
reorganization or reclassification or other change in
the Company's the outstanding shares of common stock),
(B) a sale of disposition of all or substantially all
of the Company's assets of (C) a plan of liquidation of
dissolution of the Company; or
(iii) if, at any time, two-thirds of the members of the
Board are not "Continuing Directors". For this purpose
"Continuing Directors" shall mean the members of the
Board of Directors as of September 30, 1995, and any
individual who becomes a member of the Board thereafter
if his or her election or nomination for election as a
director was approved by a vote of at least two-third
of the Continuing Directors then in office.
<PAGE> 2
d. "Code" means the Internal Revenue Code of 1986, as amended.
e. "Company" means Internet America, Inc., a Texas corporation.
f. "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
g. "Fair Market Value" on any date means the closing price of Shares
on such date on the principal national securities exchange on which Shares
are listed or admitted to trading, the arithmetic mean of the per Share
closing bid priced and per Share closing asked price on such date as quoted
on the National Association of Securities Dealers Automated Quotation
System or such then market in which such prices are regularly quoted, or,
if there have been no published bid or asked quotations with respect to
Shares on such date, the Fair Market Value shall be the value established
by the Board in good faith and in accordance with Section 422 of the Code.
h. "Shares" means the common stock, par value $.01 per share, of the
Company.
2. Grant of Option. The Company hereby grants to the Optionee, for valuable
consideration, receipt of which is hereby acknowledged, a Non-Qualified Stock
Option ("Option") to purchase from the Company an aggregate of 27,350 Shares at
a purchase price (the "Option Price") of $7.50 per share.
3. Exercise Period. The Option shall be non-forfeitable and shall be
exercisable in whole or in part immediately upon grant. The Option may be
exercised only with respect to full Shares and may not be exercised after the
close of business on the day (the "Termination Date") preceding the tenth
anniversary of the date hereof. The Option shall have no effect after the
Termination Date.
4. Exercise of an Option. The exercise of an Option shall be made only by a
written notice delivered in person or by mail to the Secretary of the Company at
the Company's principal executive office, specifying the number of Shares to be
purchased and accompanied by payment therefor. The purchase price for any Shares
purchased pursuant to the exercise of an Option shall be paid in full upon such
exercise by delivery of cash or personal check in amount of purchase price. The
written notice may provide instructions from the Optionee to the Company that
upon receipt of the purchase price in cash from the Optionee's broker or dealer,
designated as such on the written notice, in payment for any Shares purchased
pursuant to the exercise of an Option, the Company shall issue such Shares
directly to the broker or dealer. If requested by the Board, the Optionee shall
deliver this Agreement to the Secretary of the Company who shall endorse thereon
a notation of such exercise and return such Agreement to the Optionee. No
fractional Shares (or cash in lieu thereof) shall be issued upon exercise of an
Option and the number of Shares that may be purchased upon exercise shall be
rounded to the nearest number of whole Shares.
5. Rights of Optionee. The Optionee shall not be deemed for any purpose to be
the owner of any Shares subject to any Option unless and until (i) the Option
shall have been exercised
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<PAGE> 3
pursuant to the terms thereof, (ii) the Company shall have issued and delivered
the Shares to the Optionee and (iii) the Optionee's name shall have been entered
as a stockholder of record on the books of the Company. Thereupon, the Optionee
shall have full voting, dividend and other ownership rights with respect to such
Shares.
6. Adjustment Upon Changes in Capitalization.
a. Subject to Section 7, in the event of a Change in Capitalization,
the number and class of Shares or other stock or securities which are
subject to the Option, and the purchase price therefor, if applicable,
shall be appropriately and equitably adjusted.
b. If, by reason of a Change in Capitalization, the Optionee shall be
entitled to exercise an Option with respect to new, additional or different
shares of stock or securities, such new, additional or different shares
shall thereupon be subject to all of the conditions which were applicable
to the Shares subject to the Option, as the case may be, prior to such
Change in Capitalization.
7. Effect of Certain Transactions. In the event of (i) the liquidation or
dissolution of the Company or (ii) a merger or consolidation of the Company (a
"Transaction"), the Option issued hereunder shall continue in effect in
accordance with its terms and the Optionee shall be entitled to receive in
respect of each Share subject to any outstanding Option, upon exercise of any
Option, the same number and kind of stock, securities, cash, property, or other
consideration that each holder of a Share was entitled to receive in the
Transaction in respect of a Share. In the event that, after a Transaction, there
occurs any Change in Capitalization with respect to the shares of a surviving or
resulting corporation, then adjustments similar to, and subject to the same
conditions as, those in Section 6 hereof shall be made by the Board.
8. Effect of Change in Control. Notwithstanding anything contained in the
Plan or an Agreement to the contrary, in the event of a Change in Control, all
Options outstanding on the date of such Change in Control shall become
immediately and fully exercisable.
9. Effect of Certain Transactions.
a. Notwithstanding anything to the contrary or in the Agreement, the
Optionee shall forfeit 100% of the Options granted pursuant to this
Agreement, whether or not vested, if the Optionee breaches the provisions
of subsections (b) or (d) of this Section 9.
b. During the period that the Optionee is employed by the Company or
any affiliate of the Company (the "Service Term") and for a period of one
year thereafter, the Optionee shall not, in the continental United States,
directly or indirectly, own, manage, operate, join, control, be employed
by, or participate in the ownership, management, operation or control of or
be connected in any manner, including but not limited to holding the
positions of shareholder, director, officer, consultant, independent
contractor, employee, partner, or investor, with any Competing Enterprise.
For
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<PAGE> 4
purposes of this Section, the term "Competing Enterprise" shall mean any
person, corporation, partnership or other entity engaged in the operation
of an internet service provider. The prohibition of this Section 9 shall
not be deemed to prevent Optionee from owning 2% or less of any class of
equity securities registered under Section 12 of the Exchange Act. During
the Service Term and for a period of one year thereafter, the Optionee
shall not interfere with the Company's relationship with, or endeavor to
entice away from the Company, any person who at any time during the Service
Term was an employee or customer of the Company or otherwise had a material
business relationship with the Company.
c. The necessity for protection of the Company and its affiliates
against the Optionee's competition, as well as the nature and scope of such
protection, has been carefully considered by the parties hereto in light of
the uniqueness of the Optionee's talent and his importance to the Company.
Accordingly, the Optionee agrees that, in addition to any other relief to
which the Company may be entitled, the Company shall be entitled to seek
and obtain injunctive relief (without the requirement of any bond) from a
court of competent jurisdiction for the purpose of restraining the Optionee
from any actual or threatened breach of the covenant contained in this
Section 9. If for any reason a final decision of any court determines that
the restrictions under this Section 9 are not reasonable or that
consideration therefor is inadequate, such restrictions shall be
interpreted, modified or rewritten by such court to include as much of the
duration, scope and geographic area identified in this Section 9 as will
render such restrictions valid and enforceable.
d. The Optionee shall not intentionally disclose or reveal to an
unauthorized person, during the Service Term or for a two year period
thereafter, any information relating to the confidential affairs of the
company or any of its affiliates, including but not limited to technical
information, business and marketing plans, strategies, customer
information, other information concerning the Company's products,
promotions, development, financing, expansion plans, business policies and
practices, and other forms of information considered by the Company to be
confidential and in the nature of trade secrets. The Optionee shall hold as
property of the Company and its affiliates all memoranda, books, papers,
letters and other data, and all copies thereof or therefrom, which are in
any way substantially related to the business of the company or its
affiliates, whether made by him or otherwise coming into his possession
and, on a prior written demand of the Company made within two years after
the end of the Service Term, shall deliver the same to the company.
10. General Rules
a. The obligation of the Company to sell or deliver Shares with
respect to the Options granted shall be subject to all applicable laws,
rules and regulations, including all applicable federal and state
securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Board.
Page 4
<PAGE> 5
b. The Company shall have the right to deduct from any distribution of
cash to Optionee, an amount equal to the federal, state and local income
taxes and other amounts as may be required by law to be withheld (the
"Withholding Taxes") with respect to any Option. If Optionee is entitled to
receive Shares upon exercise of an Option, the Optionee shall pay the
Withholding Taxes to the Company prior to the issuance, or release from
escrow, of such Shares. In satisfaction of the Withholding Taxes to the
Company, the Optionee may make a written election (the "Tax Election"),
which may be accepted or rejected in the discretion of the Board, to have
withheld a portion of the Shares issuable to him or her upon exercise of
the Option having an aggregate Fair Market Value, on the date preceding the
date of exercise, equal to the Withholding Taxes, provided that in respect
of an Optionee who may be subject to liability under Section 16(b) of the
Exchange Act either (i)(A) the Optionee makes the Tax Election at least six
(6) months after the date the Option was granted, (B) the Option is
exercised during the ten day period beginning on the third business day and
ending on the twelfth business day following the release for publication of
the Company's quarterly or annual statements of earnings (a "Window
Period") and (C the Tax Election is made during the Window Period in which
the Option is exercised prior to such Window Period and subsequent to the
immediately preceding Window Period or (ii)(A) the Tax Election is made at
least six (6) months prior to the date the Option is exercised prior to the
expiration of six (6) months following an election to revoke the Tax
Election. Notwithstanding the foregoing, the Board may, by the adoption or
rules or otherwise, (i) modify the provisions in the preceding sentence or
impose such other restrictions or limitations on Tax Elections as may be
necessary to ensure that the Tax Elections will be exempt transactions
under Section 16(b) of the Exchange Act, an (ii) permit Tax Elections to be
made at such other times and subject to such other conditions as the Board
determines will constitute exempt transactions under Section 16b of the
Exchange Act.
c. If Optionee makes a disposition, within the meaning of Section
424(c)of the Code and regulations promulgated thereunder, of any Share or
Shares issued to such Optionee pursuant to the exercise of an Option within
the two-year period commencing on the day after the date of the grant or
within the one-year period commencing on the day after the date of transfer
of such Share or Shares to the Optionee pursuant to such exercise, the
Optionee shall, within ten (10) days of such disposition, notify the
Company thereof, by delivery of written notice to the Company at its
principal executive office, and immediately deliver to the Company the
amount of Withholding Taxes.
d. No Option granted hereunder shall be transferable by the Optionee
to whom granted otherwise than by will or the laws of descent and
distribution, and an Option may be exercised during the lifetime of such
Optionee only by the Optionee or his or her guardian or legal
representative. The terms of such an Option shall be final, binding and
conclusive upon the beneficiaries, executors, administrators, heirs and
successors of the Optionee.
Page 5
<PAGE> 6
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed
and the Optionee has hereunto set his hand, as of the day and year first above
written.
INTERNET AMERICA, INC.
/s/ ROBERT J. MAYNARD, JR.
--------------------------------------------
Robert J. Maynard, Jr.
Chief Executive Officer
OPTIONEE
/s/ TIM MARTIN
--------------------------------------------
Page 6
<PAGE> 1
EXHIBIT 99.15
NON-QUALIFIED STOCK OPTION AGREEMENT
Agreement made effective as of the 27th day of October, 1996 by and between
INTERNET AMERICA, INC. (the "Company") and MAYNARD FAMILY TRUST (the
"Optionee").
1. Definitions. For purposes of this Agreement:
a. "Board" means the Board of Directors of the Company.
b. "Change in Capitalization" means any increase or reduction in the
number of Shares, or any change (including, but not limited to, a change in
value) in the Shares or exchange of Shares for a different number or kind
of Shares or other securities of the Company, by reason of a
reclassification, recapitalization, merger, consolidation, reorganization,
stock dividend, stock split or reverse stock split, combination or exchange
of shares or other similar events.
c. "Change in Control" shall be deemed to have occurred when the first
of the following events occurs:
(i) when the Company acquires actual knowledge that any person
or group (as such terms are used in Sections 13(d) and 14(d)
(2) of the Exchange Act), other than an employee benefit
plan established or maintained by the Company or any of its
subsidiaries or the current largest stockholder, is or
becomes the beneficial owner (as defined under rule 13d-3 of
the Exchange Act) directly or indirectly, or securities of
the Company representing 30 percent or more of the combined
voting power of the Company's directors;
(ii) upon the approval by the Company's stockholders of (A) a
merger or consolidation of the Company with or into another
Corporation (other than a merger or consolidation in which
the Company is the surviving corporation and which does not
result in any capital reorganization or reclassification or
other change in the Company's the outstanding shares of
common stock), (B) a sale of disposition of all or
substantially all of the Company's assets of (C) a plan of
liquidation of dissolution of the Company; or
(iii) if, at any time, two-thirds of the members of the Board are
not "Continuing Directors". For this purpose "Continuing
Directors" shall mean the members of the Board of Directors
as of September 30, 1995, and any individual who becomes a
member of the Board thereafter if his or her election or
nomination for election as a director was approved by a vote
of at least two-third of the Continuing Directors then in
office.
<PAGE> 2
d. "Code" means the Internal Revenue Code of 1986, as amended.
e. "Company" means Internet America, Inc., a Texas corporation.
f. "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
g. "Fair Market Value" on any date means the closing price of Shares
on such date on the principal national securities exchange on which Shares
are listed or admitted to trading, the arithmetic mean of the per Share
closing bid priced and per Share closing asked price on such date as quoted
on the National Association of Securities Dealers Automated Quotation
System or such then market in which such prices are regularly quoted, or,
if there have been no published bid or asked quotations with respect to
Shares on such date, the Fair Market Value shall be the value established
by the Board in good faith and in accordance with Section 422 of the Code.
h. "Shares" means the common stock, par value $.01 per share, of the
Company.
2. Grant of Option. The Company hereby grants to the Optionee, for valuable
consideration, receipt of which is hereby acknowledged, a Non-Qualified Stock
Option ("Option") to purchase from the Company an aggregate of 39,967 Shares at
a purchase price (the "Option Price") of $7.50 per share.
3. Exercise Period. The Option shall be non-forfeitable and shall be
exercisable in whole or in part immediately upon grant. The Option may be
exercised only with respect to full Shares and may not be exercised after the
close of business on the day (the "Termination Date") preceding the tenth
anniversary of the date hereof. The Option shall have no effect after the
Termination Date.
4. Exercise of an Option. The exercise of an Option shall be made only by a
written notice delivered in person or by mail to the Secretary of the Company at
the Company's principal executive office, specifying the number of Shares to be
purchased and accompanied by payment therefor. The purchase price for any Shares
purchased pursuant to the exercise of an Option shall be paid in full upon such
exercise by delivery of cash or personal check in amount of purchase price. The
written notice may provide instructions from the Optionee to the Company that
upon receipt of the purchase price in cash from the Optionee's broker or dealer,
designated as such on the written notice, in payment for any Shares purchased
pursuant to the exercise of an Option, the Company shall issue such Shares
directly to the broker or dealer. If requested by the Board, the Optionee shall
deliver this Agreement to the Secretary of the Company who shall endorse thereon
a notation of such exercise and return such Agreement to the Optionee. No
fractional Shares (or cash in lieu thereof) shall be issued upon exercise of an
Option and the number of Shares that may be purchased upon exercise shall be
rounded to the nearest number of whole Shares.
5. Rights of Optionee. The Optionee shall not be deemed for any purpose to be
the owner of any Shares subject to any Option unless and until (i) the Option
shall have been exercised
Page 2
<PAGE> 3
pursuant to the terms thereof, (ii) the Company shall have issued and delivered
the Shares to the Optionee and (iii) the Optionee's name shall have been entered
as a stockholder of record on the books of the Company. Thereupon, the Optionee
shall have full voting, dividend and other ownership rights with respect to such
Shares.
6. Adjustment Upon Changes in Capitalization.
a. Subject to Section 7, in the event of a Change in Capitalization,
the number and class of Shares or other stock or securities which are
subject to the Option, and the purchase price therefor, if applicable,
shall be appropriately and equitably adjusted.
b. If, by reason of a Change in Capitalization, the Optionee shall be
entitled to exercise an Option with respect to new, additional or different
shares of stock or securities, such new, additional or different shares
shall thereupon be subject to all of the conditions which were applicable
to the Shares subject to the Option, as the case may be, prior to such
Change in Capitalization.
7. Effect of Certain Transactions. In the event of (i) the liquidation or
dissolution of the Company or (ii) a merger or consolidation of the Company (a
"Transaction"), the Option issued hereunder shall continue in effect in
accordance with its terms and the Optionee shall be entitled to receive in
respect of each Share subject to any outstanding Option, upon exercise of any
Option, the same number and kind of stock, securities, cash, property, or other
consideration that each holder of a Share was entitled to receive in the
Transaction in respect of a Share. In the event that, after a Transaction, there
occurs any Change in Capitalization with respect to the shares of a surviving or
resulting corporation, then adjustments similar to, and subject to the same
conditions as, those in Section 6 hereof shall be made by the Board.
8. Effect of Change in Control. Notwithstanding anything contained in the Plan
or an Agreement to the contrary, in the event of a Change in Control, all
Options outstanding on the date of such Change in Control shall become
immediately and fully exercisable.
9. Effect of Certain Transactions.
a. Notwithstanding anything to the contrary or in the Agreement, the
Optionee shall forfeit 100% of the Options granted pursuant to this
Agreement, whether or not vested, if the Optionee breaches the provisions
of subsections (b) or (d) of this Section 9.
b. During the period that the Optionee is employed by the Company or
any affiliate of the Company (the "Service Term") and for a period of one
year thereafter, the Optionee shall not, in the continental United States,
directly or indirectly, own, manage, operate, join, control, be employed
by, or participate in the ownership, management, operation or control of or
be connected in any manner, including but not limited to holding the
positions of shareholder, director, officer, consultant, independent
contractor, employee, partner, or investor, with any Competing Enterprise.
For
Page 3
<PAGE> 4
purposes of this Section, the term "Competing Enterprise" shall mean any
person, corporation, partnership or other entity engaged in the operation
of an internet service provider. The prohibition of this Section 9 shall
not be deemed to prevent Optionee from owning 2% or less of any class of
equity securities registered under Section 12 of the Exchange Act. During
the Service Term and for a period of one year thereafter, the Optionee
shall not interfere with the Company's relationship with, or endeavor to
entice away from the Company, any person who at any time during the Service
Term was an employee or customer of the Company or otherwise had a material
business relationship with the Company.
c. The necessity for protection of the Company and its affiliates
against the Optionee's competition, as well as the nature and scope of such
protection, has been carefully considered by the parties hereto in light of
the uniqueness of the Optionee's talent and his importance to the Company.
Accordingly, the Optionee agrees that, in addition to any other relief to
which the Company may be entitled, the Company shall be entitled to seek
and obtain injunctive relief (without the requirement of any bond) from a
court of competent jurisdiction for the purpose of restraining the Optionee
from any actual or threatened breach of the covenant contained in this
Section 9. If for any reason a final decision of any court determines that
the restrictions under this Section 9 are not reasonable or that
consideration therefor is inadequate, such restrictions shall be
interpreted, modified or rewritten by such court to include as much of the
duration, scope and geographic area identified in this Section 9 as will
render such restrictions valid and enforceable.
d. The Optionee shall not intentionally disclose or reveal to an
unauthorized person, during the Service Term or for a two year period
thereafter, any information relating to the confidential affairs of the
company or any of its affiliates, including but not limited to technical
information, business and marketing plans, strategies, customer
information, other information concerning the Company's products,
promotions, development, financing, expansion plans, business policies and
practices, and other forms of information considered by the Company to be
confidential and in the nature of trade secrets. The Optionee shall hold as
property of the Company and its affiliates all memoranda, books, papers,
letters and other data, and all copies thereof or therefrom, which are in
any way substantially related to the business of the company or its
affiliates, whether made by him or otherwise coming into his possession
and, on a prior written demand of the Company made within two years after
the end of the Service Term, shall deliver the same to the company.
10. General Rules
a. The obligation of the Company to sell or deliver Shares with
respect to the Options granted shall be subject to all applicable laws,
rules and regulations, including all applicable federal and state
securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Board.
Page 4
<PAGE> 5
b. The Company shall have the right to deduct from any distribution of
cash to Optionee, an amount equal to the federal, state and local income
taxes and other amounts as may be required by law to be withheld (the
"Withholding Taxes") with respect to any Option. If Optionee is entitled to
receive Shares upon exercise of an Option, the Optionee shall pay the
Withholding Taxes to the Company prior to the issuance, or release from
escrow, of such Shares. In satisfaction of the Withholding Taxes to the
Company, the Optionee may make a written election (the "Tax Election"),
which may be accepted or rejected in the discretion of the Board, to have
withheld a portion of the Shares issuable to him or her upon exercise of
the Option having an aggregate Fair Market Value, on the date preceding the
date of exercise, equal to the Withholding Taxes, provided that in respect
of an Optionee who may be subject to liability under Section 16(b) of the
Exchange Act either (i)(A) the Optionee makes the Tax Election at least six
(6) months after the date the Option was granted, (B) the Option is
exercised during the ten day period beginning on the third business day and
ending on the twelfth business day following the release for publication of
the Company's quarterly or annual statements of earnings (a "Window
Period") and (C the Tax Election is made during the Window Period in which
the Option is exercised prior to such Window Period and subsequent to the
immediately preceding Window Period or (ii)(A) the Tax Election is made at
least six (6) months prior to the date the Option is exercised prior to the
expiration of six (6) months following an election to revoke the Tax
Election. Notwithstanding the foregoing, the Board may, by the adoption or
rules or otherwise, (i) modify the provisions in the preceding sentence or
impose such other restrictions or limitations on Tax Elections as may be
necessary to ensure that the Tax Elections will be exempt transactions
under Section 16(b) of the Exchange Act, an (ii) permit Tax Elections to be
made at such other times and subject to such other conditions as the Board
determines will constitute exempt transactions under Section 16b of the
Exchange Act.
c. If Optionee makes a disposition, within the meaning of Section
424(c)of the Code and regulations promulgated thereunder, of any Share or
Shares issued to such Optionee pursuant to the exercise of an Option within
the two-year period commencing on the day after the date of the grant or
within the one-year period commencing on the day after the date of transfer
of such Share or Shares to the Optionee pursuant to such exercise, the
Optionee shall, within ten (10) days of such disposition, notify the
Company thereof, by delivery of written notice to the Company at its
principal executive office, and immediately deliver to the Company the
amount of Withholding Taxes.
d. No Option granted hereunder shall be transferable by the Optionee
to whom granted otherwise than by will or the laws of descent and
distribution, and an Option may be exercised during the lifetime of such
Optionee only by the Optionee or his or her guardian or legal
representative. The terms of such an Option shall be final, binding and
conclusive upon the beneficiaries, executors, administrators, heirs and
successors of the Optionee.
Page 5
<PAGE> 6
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed
and the Optionee has hereunto set his hand, as of the day and year first above
written.
INTERNET AMERICA, INC.
/s/ MICHAEL S. MAY
-----------------------------------------------
Michael S. May
Senior Vice President
Chief Financial Officer
OPTIONEE
/s/ ROBERT J. MAYNARD, JR., TRUSTEE
-----------------------------------------------
Page 6
<PAGE> 1
EXHIBIT 99.16
NON-QUALIFIED STOCK OPTION AGREEMENT
Agreement made effective as of the 27th day of October, 1996 by and between
INTERNET AMERICA, INC. (the "Company") and JOHN NANNI TRUST (the "Optionee").
1. Definitions. For purposes of this Agreement:
a. "Board" means the Board of Directors of the Company.
b. "Change in Capitalization" means any increase or reduction in the
number of Shares, or any change (including, but not limited to, a change in
value) in the Shares or exchange of Shares for a different number or kind
of Shares or other securities of the Company, by reason of a
reclassification, recapitalization, merger, consolidation, reorganization,
stock dividend, stock split or reverse stock split, combination or exchange
of shares or other similar events.
c. "Change in Control" shall be deemed to have occurred when the first
of the following events occurs:
(i) when the Company acquires actual knowledge that any person or
group (as such terms are used in Sections 13(d) and 14(d) (2)
of the Exchange Act), other than an employee benefit plan
established or maintained by the Company or any of its
subsidiaries or the current largest stockholder, is or becomes
the beneficial owner (as defined under rule 13d-3 of the
Exchange Act) directly or indirectly, or securities of the
Company representing 30 percent or more of the combined voting
power of the Company's directors;
(ii) upon the approval by the Company's stockholders of (A) a merger
or consolidation of the Company with or into another
Corporation (other than a merger or consolidation in which the
Company is the surviving corporation and which does not result
in any capital reorganization or reclassification or other
change in the Company's the outstanding shares of common
stock), (B) a sale of disposition of all or substantially all
of the Company's assets of (C) a plan of liquidation of
dissolution of the Company; or
(iii) if, at any time, two-thirds of the members of the Board are not
"Continuing Directors". For this purpose "Continuing Directors"
shall mean the members of the Board of Directors as of
September 30, 1995, and any individual who becomes a member of
the Board thereafter if his or her election or nomination for
election as a director was approved by a vote of at least
two-third of the Continuing Directors then in office.
<PAGE> 2
d. "Code" means the Internal Revenue Code of 1986, as amended.
e. "Company" means Internet America, Inc., a Texas corporation.
f. "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
g. "Fair Market Value" on any date means the closing price of Shares
on such date on the principal national securities exchange on which Shares
are listed or admitted to trading, the arithmetic mean of the per Share
closing bid priced and per Share closing asked price on such date as quoted
on the National Association of Securities Dealers Automated Quotation
System or such then market in which such prices are regularly quoted, or,
if there have been no published bid or asked quotations with respect to
Shares on such date, the Fair Market Value shall be the value established
by the Board in good faith and in accordance with Section 422 of the Code.
h. "Shares" means the common stock, par value $.01 per share, of the
Company.
2. Grant of Option. The Company hereby grants to the Optionee, for valuable
consideration, receipt of which is hereby acknowledged, a Non-Qualified Stock
Option ("Option") to purchase from the Company an aggregate of 28,250 Shares at
a purchase price (the "Option Price") of $7.50 per share.
3. Exercise Period. The Option shall be non-forfeitable and shall be
exercisable in whole or in part immediately upon grant. The Option may be
exercised only with respect to full Shares and may not be exercised after the
close of business on the day (the "Termination Date") preceding the tenth
anniversary of the date hereof. The Option shall have no effect after the
Termination Date.
4. Exercise of an Option. The exercise of an Option shall be made only by a
written notice delivered in person or by mail to the Secretary of the Company at
the Company's principal executive office, specifying the number of Shares to be
purchased and accompanied by payment therefor. The purchase price for any Shares
purchased pursuant to the exercise of an Option shall be paid in full upon such
exercise by delivery of cash or personal check in amount of purchase price. The
written notice may provide instructions from the Optionee to the Company that
upon receipt of the purchase price in cash from the Optionee's broker or dealer,
designated as such on the written notice, in payment for any Shares purchased
pursuant to the exercise of an Option, the Company shall issue such Shares
directly to the broker or dealer. If requested by the Board, the Optionee shall
deliver this Agreement to the Secretary of the Company who shall endorse thereon
a notation of such exercise and return such Agreement to the Optionee. No
fractional Shares (or cash in lieu thereof) shall be issued upon exercise of an
Option and the number of Shares that may be purchased upon exercise shall be
rounded to the nearest number of whole Shares.
5. Rights of Optionee. The Optionee shall not be deemed for any purpose to be
the owner of any Shares subject to any Option unless and until (i) the Option
shall have been exercised
Page 2
<PAGE> 3
pursuant to the terms thereof, (ii) the Company shall have issued and delivered
the Shares to the Optionee and (iii) the Optionee's name shall have been entered
as a stockholder of record on the books of the Company. Thereupon, the Optionee
shall have full voting, dividend and other ownership rights with respect to such
Shares.
6. Adjustment Upon Changes in Capitalization.
a. Subject to Section 7, in the event of a Change in Capitalization,
the number and class of Shares or other stock or securities which are
subject to the Option, and the purchase price therefor, if applicable,
shall be appropriately and equitably adjusted.
b. If, by reason of a Change in Capitalization, the Optionee shall be
entitled to exercise an Option with respect to new, additional or different
shares of stock or securities, such new, additional or different shares
shall thereupon be subject to all of the conditions which were applicable
to the Shares subject to the Option, as the case may be, prior to such
Change in Capitalization.
7. Effect of Certain Transactions. In the event of (i) the liquidation or
dissolution of the Company or (ii) a merger or consolidation of the Company (a
"Transaction"), the Option issued hereunder shall continue in effect in
accordance with its terms and the Optionee shall be entitled to receive in
respect of each Share subject to any outstanding Option, upon exercise of any
Option, the same number and kind of stock, securities, cash, property, or other
consideration that each holder of a Share was entitled to receive in the
Transaction in respect of a Share. In the event that, after a Transaction, there
occurs any Change in Capitalization with respect to the shares of a surviving or
resulting corporation, then adjustments similar to, and subject to the same
conditions as, those in Section 6 hereof shall be made by the Board.
8. Effect of Change in Control. Notwithstanding anything contained in the Plan
or an Agreement to the contrary, in the event of a Change in Control, all
Options outstanding on the date of such Change in Control shall become
immediately and fully exercisable.
9. Effect of Certain Transactions.
a. Notwithstanding anything to the contrary or in the Agreement, the
Optionee shall forfeit 100% of the Options granted pursuant to this
Agreement, whether or not vested, if the Optionee breaches the provisions
of subsections (b) or (d) of this Section 9.
b. During the period that the Optionee is employed by the Company or
any affiliate of the Company (the "Service Term") and for a period of one
year thereafter, the Optionee shall not, in the continental United States,
directly or indirectly, own, manage, operate, join, control, be employed
by, or participate in the ownership, management, operation or control of or
be connected in any manner, including but not limited to holding the
positions of shareholder, director, officer, consultant, independent
contractor, employee, partner, or investor, with any Competing Enterprise.
For
Page 3
<PAGE> 4
purposes of this Section, the term "Competing Enterprise" shall mean any
person, corporation, partnership or other entity engaged in the operation
of an internet service provider. The prohibition of this Section 9 shall
not be deemed to prevent Optionee from owning 2% or less of any class of
equity securities registered under Section 12 of the Exchange Act. During
the Service Term and for a period of one year thereafter, the Optionee
shall not interfere with the Company's relationship with, or endeavor to
entice away from the Company, any person who at any time during the Service
Term was an employee or customer of the Company or otherwise had a material
business relationship with the Company.
c. The necessity for protection of the Company and its affiliates
against the Optionee's competition, as well as the nature and scope of such
protection, has been carefully considered by the parties hereto in light of
the uniqueness of the Optionee's talent and his importance to the Company.
Accordingly, the Optionee agrees that, in addition to any other relief to
which the Company may be entitled, the Company shall be entitled to seek
and obtain injunctive relief (without the requirement of any bond) from a
court of competent jurisdiction for the purpose of restraining the Optionee
from any actual or threatened breach of the covenant contained in this
Section 9. If for any reason a final decision of any court determines that
the restrictions under this Section 9 are not reasonable or that
consideration therefor is inadequate, such restrictions shall be
interpreted, modified or rewritten by such court to include as much of the
duration, scope and geographic area identified in this Section 9 as will
render such restrictions valid and enforceable.
d. The Optionee shall not intentionally disclose or reveal to an
unauthorized person, during the Service Term or for a two year period
thereafter, any information relating to the confidential affairs of the
company or any of its affiliates, including but not limited to technical
information, business and marketing plans, strategies, customer
information, other information concerning the Company's products,
promotions, development, financing, expansion plans, business policies and
practices, and other forms of information considered by the Company to be
confidential and in the nature of trade secrets. The Optionee shall hold as
property of the Company and its affiliates all memoranda, books, papers,
letters and other data, and all copies thereof or therefrom, which are in
any way substantially related to the business of the company or its
affiliates, whether made by him or otherwise coming into his possession
and, on a prior written demand of the Company made within two years after
the end of the Service Term, shall deliver the same to the company.
10. General Rules
a. The obligation of the Company to sell or deliver Shares with
respect to the Options granted shall be subject to all applicable laws,
rules and regulations, including all applicable federal and state
securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Board.
Page 4
<PAGE> 5
b. The Company shall have the right to deduct from any distribution of
cash to Optionee, an amount equal to the federal, state and local income
taxes and other amounts as may be required by law to be withheld (the
"Withholding Taxes") with respect to any Option. If Optionee is entitled to
receive Shares upon exercise of an Option, the Optionee shall pay the
Withholding Taxes to the Company prior to the issuance, or release from
escrow, of such Shares. In satisfaction of the Withholding Taxes to the
Company, the Optionee may make a written election (the "Tax Election"),
which may be accepted or rejected in the discretion of the Board, to have
withheld a portion of the Shares issuable to him or her upon exercise of
the Option having an aggregate Fair Market Value, on the date preceding the
date of exercise, equal to the Withholding Taxes, provided that in respect
of an Optionee who may be subject to liability under Section 16(b) of the
Exchange Act either (i)(A) the Optionee makes the Tax Election at least six
(6) months after the date the Option was granted, (B) the Option is
exercised during the ten day period beginning on the third business day and
ending on the twelfth business day following the release for publication of
the Company's quarterly or annual statements of earnings (a "Window
Period") and (C the Tax Election is made during the Window Period in which
the Option is exercised prior to such Window Period and subsequent to the
immediately preceding Window Period or (ii)(A) the Tax Election is made at
least six (6) months prior to the date the Option is exercised prior to the
expiration of six (6) months following an election to revoke the Tax
Election. Notwithstanding the foregoing, the Board may, by the adoption or
rules or otherwise, (i) modify the provisions in the preceding sentence or
impose such other restrictions or limitations on Tax Elections as may be
necessary to ensure that the Tax Elections will be exempt transactions
under Section 16(b) of the Exchange Act, an (ii) permit Tax Elections to be
made at such other times and subject to such other conditions as the Board
determines will constitute exempt transactions under Section 16b of the
Exchange Act.
c. If Optionee makes a disposition, within the meaning of Section
424(c)of the Code and regulations promulgated thereunder, of any Share or
Shares issued to such Optionee pursuant to the exercise of an Option within
the two-year period commencing on the day after the date of the grant or
within the one-year period commencing on the day after the date of transfer
of such Share or Shares to the Optionee pursuant to such exercise, the
Optionee shall, within ten (10) days of such disposition, notify the
Company thereof, by delivery of written notice to the Company at its
principal executive office, and immediately deliver to the Company the
amount of Withholding Taxes.
d. No Option granted hereunder shall be transferable by the Optionee
to whom granted otherwise than by will or the laws of descent and
distribution, and an Option may be exercised during the lifetime of such
Optionee only by the Optionee or his or her guardian or legal
representative. The terms of such an Option shall be final, binding and
conclusive upon the beneficiaries, executors, administrators, heirs and
successors of the Optionee.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed
and the Optionee has hereunto set his hand, as of the day and year first above
written.
INTERNET AMERICA, INC.
/s/ ROBERT J. MAYNARD, JR.
--------------------------------------------
Robert J. Maynard, Jr.
Chief Executive Officer
OPTIONEE
/s/ JOHN NANNI, TRUSTEE
--------------------------------------------
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