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EXHIBIT 10.3
[INTERNET AMERICA LETTERHEAD]
September 5, 2000
Mr. Michael T. Maples
9191 Garland Road, Suite 1231
Dallas, Texas 75218
Dear Mike:
The Board of Directors (the "Board") of Internet America, Inc. (the
"Company") has requested that you change your business relationship with the
Company, and you have agreed to do so on the following terms and conditions:
1. You hereby resign as the Chief Executive Officer, President
and as a Director of the Company. You will however remain as
an employee of the Company, in such capacities and with such
duties and responsibilities as are delegated to you from time
to time by the new Chief Executive Officer of the Company. You
further agree and understand that you will remain an
employee-at-will, and that your employment may be terminated
by the Company at any time and for any reason.
2. You are currently the holder of stock options with the Company
(the "Stock Options"), which Stock Options are evidenced by
that certain Nonqualified Stock Option Agreement, dated as of
March 24, 1998 and that certain Nonqualified Stock Option
Agreement dated as of October 27, 1996 (the "Option
Agreements"). The Company agrees to amend the Option
Agreements, effective as of the date hereof, in order to: (a)
accelerate the vesting thereunder by one (1) year; and (b)
provide that if your employment with the Company is terminated
by the Company other than for "cause" than the remaining
unvested portion of the Stock Options shall immediately vest,
and you will have a period of one-year after such termination
to exercise such Stock Options. The above amendment will be in
the form as agreed to by you and the Company (defining "cause"
and other matters).
3. The Indemnity Agreement dated February 3, 1998 between you and
the Company shall remain in full force and effect and is not
affected by this letter agreement.
We look forward to your continuing work with the Company and appreciate
your cooperation and assistance in this matter.
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Mr. Michael T. Maples
September 5, 2000
Page 2
If you agree with the foregoing terms of this letter, please execute
and forward to me the enclosed counterpart of this letter.
Very truly yours,
INTERNET AMERICA, INC.
By: /s/ WILLIAM O. HUNT
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William O. Hunt, Chairman of the Board
AGREED TO AND ACCEPTED
as of the date first set forth above:
By: /s/ MICHAEL T. MAPLES
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Michael T. Maples
