Unassociated Document


    
       

      
        	 	
                 




              


      

       

      AMENDED
        AND RESTATED EMPLOYMENT AGREEMENT

       

      THIS
        AMENDED AND RESTATED EMPLOYMENT AGREEMENT (as amended and restated, this
        “Agreement”), made as of the 8th day of November, 2005 (the “Effective Date”),
        by and between GoAmerica, Inc., a Delaware corporation (the “Company”), and
        Donald G. Barnhart (the “Employee”).

       

      RECITALS

       

      WHEREAS,
        the Company desires to secure the continued employment of the Employee in
        accordance with the provisions of this Agreement;

       

      WHEREAS,
        the Employee desires and is willing to accept continued employment with the
        Company in accordance herewith; and

       

      WHEREAS,
        the Company and the Employee desire to amend and restate the Employee’s
        Employment Agreement, dated as of March 10, 2004, hereby.

       

      AGREEMENT

       

      NOW
        THEREFORE, in consideration of the premises and mutual covenants contained
        herein, and intending to be legally bound hereby, the parties hereto agree
        as
        follows:

       

      1.  Term.
        The
        Company hereby agrees to continue to employ the Employee and the Employee
        hereby
        agrees to continue to serve the Company, pursuant to the terms and conditions
        of
        this Agreement as of the Effective Date, in the position of Chief Financial
        Officer of the Company (or, subject to the Employee’s consent, which shall not
        be unreasonably withheld, in such alternate position of equal or greater
        responsibility as the Company shall determine in its reasonable discretion
        in an
        area of the Employee’s primary competency). The initial term of this Agreement
        shall commence on the Effective Date and shall expire on the two year
        anniversary thereof (the “Initial Term”). On the expiration of the Initial Term
        and on each yearly anniversary thereof, the Agreement shall automatically
        renew
        for an additional one-year period (each a “Renewal Term”), unless sooner
        terminated or amended as provided herein in accordance with the provisions
        of
        Section 5 or unless either party notifies the other party in writing
        of its
        intentions not to renew this Agreement not less than ninety (90) days prior
        to
        such expiration date or anniversary, as the case may be.

       

      2.  Positions
        and Duties.
        The
        Employee’s duties hereunder shall be those which shall be prescribed from time
        to time by the Chief Executive Officer or the Audit Committee of the Board
        of
        Directors of the Company in accordance with the bylaws of the Company and
        which
        customarily accompany the title of Chief Financial Officer of a company of
        similar size and purpose. The employee will also hold such other executive
        offices in the Company and its subsidiaries to which he may be elected,
        appointed or assigned by the Chief Executive Officer or the Board of Directors.
        The Employee shall devote his full working time, energy and skill (reasonable
        absences for vacations and illness excepted), to the business of the Company
        as
        is necessary in order to perform such duties faithfully, competently and
        diligently; provided, however, that notwithstanding any provision in this
        Agreement to the contrary, the Employee shall not be precluded from devoting
        reasonable periods of time required for serving as a member of boards of
        companies which have been approved by the Board of Directors of the Company
        or
        participating in non-business organizations so long as such memberships or
        activities do not interfere with the performance of the Employee’s duties
        hereunder.

       

      
        
           

        

        
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      3.  Compensation.
        During
        the term of this Agreement, the Employee shall receive, for all services
        rendered to the Company hereunder, the following (hereinafter referred to
        as
“Compensation”):

       

      (a)  Base
        Salary.
        For the
        term hereof, the Employee shall be paid an annual base salary equal to $165,000;
        provided, however, that the Employee’s annual base salary shall be increased to
        $190,000 as of the end of the Company’s first fiscal quarter after the Effective
        Date for which the Company reports (or would have been able to report but
        for
        extraordinary charges that are not expected to recur) EBIDTA profitability
        as
        determined by the Company’s independent auditors. The Employee’s annual base
        salary shall be payable in equal installments in accordance with the Company's
        general salary payment policies but no less frequently than monthly. Such
        base
        salary shall be reviewed no less than annually and any increases in the amount
        thereof shall be determined by the Board of Directors of the Company or a
        compensation committee formed by the Board of Directors (the “Compensation
        Committee”) of the Company no later than at and as of each March 10th
        during
        the term hereof. Such base salary may be decreased only if done in conjunction
        with similar pro rata decreases in base salary for other executives within
        the
        Company.

       

      (b)  Bonuses.
        For the
        fiscal year ending December 31, 2006 and each fiscal year thereafter, the
        Employee shall be eligible to receive an annual bonus according to a mutually
        agreed upon bonus plan to be established by Board of Directors of the Company
        or
        the Compensation Committee thereof. Nothing herein shall be construed as
        a
        guarantee of any such bonus.

       

      (c)  Incentive
        Compensation.
        The
        Employee shall be eligible for awards from the Company’s incentive compensation
        plans, including without limitation any stock award plans applicable to high
        level executive officers of the Company or to key employees of the Company
        or
        its subsidiaries, in the discretion of the Company’s Board of Directors or the
        Compensation Committee thereof.

       

      In
        addition to the general incentive compensation contemplated in the immediately
        preceding paragraph, the Company is granting to the Employee, as of the
        Effective Date, fifty five thousand (55,000) shares of the Company’s common
        stock, which shall vest in one third (1/3) increments on each of the first,
        second and third year anniversaries of the Effective Date, unless otherwise
        provided in this Agreement.

       

      (d)  Benefits.
        The
        Employee and his “dependents,” as that term may be defined under the applicable
        benefit plan(s) of the Company, shall be included, to the extent eligible
        thereunder, in any and all plans, programs and policies which provide benefits
        for employees and their dependents. Such plans, programs and policies may
        include health care insurance, long-term disability plans, life insurance,
        supplemental disability insurance, supplemental life insurance, holidays
        and
        other similar or comparable benefits made available to the Company’s
        employees.

       

      
        
           

        

        
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      (e)  Expense
        Allowances.
        Subject
        to and in accordance with the Company’s policies and procedures and in
        accordance with the Company’s payroll practices but no less frequently than
        monthly, the Company shall provide to the Employee (i) a maximum discretionary
        expense allowance of up to nine thousand dollars ($9,000.00) per Company
        fiscal
        year (pro-rated for any partial period) to be used by Employee for his own
        automobile lease or similar finance payments, insurance, club and organization
        dues or memberships, travel upgrades, technology devices, and similar executive
        perquisites and related taxes during the term of this Agreement, and, in
        addition to the foregoing, (ii) reimbursement for all reasonable and necessary
        business-related expenses incurred by the Employee on behalf of the Company
        or
        any of its subsidiaries, including directly related tolls, gasoline and parking,
        upon presentation of itemized accounts. The Employee
        shall not, directly or indirectly, bind or make the Company a party to, or
        execute in the name of any Company entity or under the appearance of corporate
        or agency authority, any agreement or similar arrangement or understanding,
        express or implied, relating to payments to third parties of any of the amounts
        contemplated in or relating to clause (i) of the immediately foregoing sentence
        without the prior express written approval of the Company’s Board of Directors
        or the Compensation Committee thereof.

       

      4.  Absences.
        The
        Employee shall be entitled to vacations of no less than four (4) weeks per
        calendar year, absences because of illness or other incapacity, and such
        other
        absences, whether for holiday, personal time, or for any other purpose, as
        set
        forth in the Company’s employment manual or current procedures and policies, as
        the case may be, as the same may be amended from time-to-time.

       

      5.  Termination.
        In
        addition to the events of termination and expiration of this Agreement provided
        for in Section 1 hereof, the Employee’s employment hereunder may be
        terminated only as follows:

       

      (a)  Without
        Cause.
        The
        Company may terminate the Employee’s employment hereunder without cause only
        upon action by the Board of Directors of the Company, and upon no less than
        ninety (90) days prior written notice to the Employee. The Employee may
        terminate employment hereunder without cause upon no less than ninety (90)
        days
        prior written notice to the Company.

       

      (b)  For
        Cause, by the Company.
        The
        Company may terminate the Employee’s employment hereunder for cause immediately
        and with prompt notice to the Employee, which cause shall be determined in
        good
        faith solely by the Board of Directors of the Company. “Cause” for termination
        shall include, but is not limited to, the following conduct of the Employee:
        

       

      (i)  Material
        breach of any provision of this Agreement by the Employee, which breach shall
        not have been cured by the Employee within sixty (60) days of receipt of
        written
        notice of said breach (or such shorter period within which to cure as is
        reasonable under the circumstances if the Company reasonably expects irreparable
        injury from a delay of sixty (60) days), including reasonable detail of the
        breach and the conduct required to cure, unless the nature of the breach
        is such
        that it cannot reasonably be expected to be cured within such time;

       

      (ii)  Gross
        misconduct as an employee of the Company, including but not limited to:
        misappropriating any funds or property of the Company; attempting to willfully
        obtain any personal profit from any transaction in which the Employee has
        an
        interest which is adverse to the interests of the Company; or any other act
        or
        omission which substantially impairs the Company's ability to conduct its
        ordinary business in its usual manner;

       

      
        
           

        

        
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      (iii)  Continuing
        unreasonable neglect or refusal to perform the duties assigned to the Employee
        under or pursuant to this Agreement; 

       

      (iv)  Conviction
        of a felony (including pleading guilty or no contest to a felony or lesser
        charge which results from plea bargaining); or

       

      (v)  Any
        other
        act or omission which subjects the Company or any of its subsidiaries to
        substantial public disrespect, scandal or ridicule.

       

      (c)  For
        Good Reason by Employee.
        The
        Employee may terminate employment hereunder for Good Reason by written notice
        to
        the Company no more than thirty (30) days after the occurrence of the event
        constituting Good Reason. Such notice shall state an effective date no earlier
        than thirty (30) days after the date notice is given to the Company, and
        the
        Company shall have ten (10) business days from its receipt of such notice
        within
        which to cure and, in the event of such cure, Employee’s notice in such case
        shall be of no further force or effect. “Good reason” for termination by the
        Employee shall arise from the following conduct of the Company or events
        without
        the Employee’s consent (other than in connection with or subsequent to the
        termination or suspension of Employee’s employment or duties for Cause or in
        connection with the Employee’s Disability and excluding any isolated action not
        taken in bad faith and which is promptly remedied by the Company after receipt
        of notice thereof from the Employee):

       

      (i)  Material
        breach of any provision of this Agreement by the Company, which breach shall
        not
        have been cured by the Company within ten (10) business days of receipt of
        written notice of said breach;

       

      (ii)  Failure
        to maintain the Employee in a position commensurate with that referred to
        in
        Section 1 of this Agreement, the assignment to the Employee of any duties
        inconsistent therewith or the Employee’s experience or abilities or the
        withdrawal of a material portion of the Employee’s duties (other than in
        connection with the disposition or termination of any Company business which
        does not constitute a “Change of Control” hereunder), or a change in the
        Employee’s reporting relationship such that the Employee does not report
        directly to the Chief Executive Officer or the Audit Committee of the Board
        of
        Directors; 

       

      (iii)  A
        requirement that the Employee must, or in order to perform effectively the
        Employee should reasonably expect to, perform his duties hereunder at a location
        outside of a 25 mile radius from Hackensack, New Jersey other than
        (A) business travel consistent with that required of employees with
        similar
        positions at other companies similar in size and stage of development to
        the
        Company, and (B) activities required in connection with the sale or
        merger
        of the Company, provided that such activities are not required for more than
        three consecutive months; or

       

      (iv)  Upon
        a
“Change of Control”, which shall mean the first to occur of any of the
        following:

       

      
        
           

        

        
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      (aa)
        any
“person” (as defined in Section 13(d) and 14(d) of the Securities Exchange Act
        of 1934, as amended (the “Exchange Act”)), excluding for this purpose, (i) the
        Company or any subsidiary of the Company, or (ii) any employee benefit plan
        of
        the Company or any subsidiary of the Company, or any person or entity organized,
        appointed or established by the Company for or pursuant to the terms of any
        plan
        which acquires beneficial ownership of voting securities of the Company,
        is or
        becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
        Act), directly or indirectly of securities of the Company representing more
        than
        30% of the combined voting power of the Company’s then outstanding securities;
        provided, however, that no Change of Control will be deemed to have occurred
        as
        a result of a change in ownership percentage resulting solely from an
        acquisition of securities by the Company, the grant or exercise of any stock
        option, stock award, stock purchase right or similar equity incentive, or
        the
        continued beneficial ownership by any party of voting securities of the Company
        which such party beneficially owned as of the date hereof; or

       

      (bb)
        persons, who, as of the Effective Date constitute the Board (the “Incumbent
        Directors”) cease for any reason, including without limitation, as a result of a
        tender offer, proxy contest, merger or similar transaction, to constitute
        at
        least a majority thereof, provided that any person becoming a director of
        the
        Company subsequent to the Effective Date shall be considered an Incumbent
        Director if such person’s election or nomination for election was approved by a
        vote of at least 50% of the Incumbent Directors; but provided further, that
        any
        such person whose initial assumption of office is in connection with an actual
        or threatened election contest relating to the members of the Board or other
        actual or threatened solicitation of proxies or consents by or on behalf
        of a
“person” (as defined in Section 13(d) and 14(d) of the Exchange Act) other than
        the Board, including by reason of agreement intended to avoid or settle any
        such
        actual or threatened contest or solicitation, shall not be considered an
        Incumbent Director; or

       

      (cc)
        consummation of a reorganization, merger or consolidation or sale or other
        disposition of at least 80% of the assets (other than cash and cash equivalents)
        of the Company (a “Business Combination”), in each case, unless, following such
        Business Combination, all or substantially all of the individuals and entities
        who were the beneficial owners of outstanding voting securities of the Company
        immediately prior to such Business Combination beneficially own, directly
        or
        indirectly, more than 50% of the combined voting power of the then outstanding
        voting securities entitled to vote generally in the election of directors,
        as
        the case may be, of the company resulting from such Business Combination
        (including, without limitation, a company which, as a result of such
        transaction, owns the Company or all or substantially all of the Company’s
        assets either directly or through one or more subsidiaries) in substantially
        the
        same proportions as their ownership, immediately prior to such Business
        Combination, of the outstanding voting securities of the Company;
        or

       

      (dd)
        approval by the stockholders of the Company of a complete liquidation or
        dissolution of the Company.

       

      Notwithstanding
        anything in the foregoing, the definition of “Change of Control” as used in this
        Section 5(c)(iv) shall not be deemed to include the transactions contemplated
        by
        the Agreement and Plan of Merger, dated July 6, 2005, between the Company
        and
        two of its subsidiaries, on the one hand, and Hands On Video Relay Services,
        Inc., Hands On Sign Language Services, Inc., Ronald E. Obray and Denise E.
        Obray, on the other hand.

       

      
        
           

        

        
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      (d)  Death.
        The
        period of active employment of the Employee hereunder shall terminate
        automatically in the event of his death.

       

      (e)  Disability.
        In the
        event that the Employee shall be unable to perform duties hereunder for a
        period
        of one hundred eighty (180) consecutive calendar days or one hundred eighty
        (180) work days within any 360 consecutive calendar days, by reason of
        disability as a result of illness, accident or other physical or mental
        incapacity or disability, the Company may, in its discretion, by giving written
        notice to the Employee, terminate the Employee's employment hereunder as
        long as
        the Employee is still disabled on the effective date of such
        termination.

       

      (f)  Mutual
        Agreement.
        This
        Agreement may be terminated at any time by mutual agreement of the Employee
        and
        the Company. 

       

      6.  Compensation
        in the Event of Termination.
        In the
        event that the Employee’s employment pursuant to this Agreement terminates or is
        not renewed by the Company, the Company shall pay the Employee compensation
        as
        set forth below:

       

      (a)  By
        Employee for Good Reason; Termination by Company Without Cause;
        Non-Renewal.
        Except
        as expressly noted otherwise, in the event this Agreement is terminated by
        the
        Employee for Good Reason pursuant to Section 5(c) hereof; or by the
        Company
        without Cause pursuant to Section 5(a) hereof; or if the Company elects
        not
        renew this Agreement, then:

       

      (i)  the
        Company shall continue to pay to the Employee his annual base salary and
        all
        other compensation and benefits provided for in Section 3 hereof (except
        those benefits which the Company may not properly provide, pursuant to any
        applicable Company benefit plan, policy or law) in the same manner as before
        termination, for a period of one year (except in the event of non-renewal,
        in
        which case the period shall be six months, the “Severance Period”). The
        Company’s obligation to make payments to the Employee during the Severance
        Period shall not be offset by any income the Employee receives from sources
        other than the Company for work activity conducted by the Employee during
        the
        Severance Period. To the extent the Employee receives any medical or health
        benefits pursuant to this section, such benefits shall be provided as a
        reimbursement (or direct payment at the sole election of the Company) to
        the
        Employee of payments made pursuant to an election to continue benefits under
        COBRA. 

       

      (ii)  Notwithstanding
        the terms of any stock award agreement to which the Employee is a party to
        the
        contrary, (A) in the event of termination by the Employee for Good
        Reason
        only, all stock options, restricted stock and similar awards grants issued
        to
        the Employee shall immediately vest in the Employee, and (B) the Employee
        may exercise any or all such options at any time within one (1) year of the
        Employee’s termination date;

       

      (iii)  the
        payments, rights and entitlements described in Section 6(a)(i) and
        6(a)(ii)
        hereof, if any, shall only be made if the Employee shall first have executed
        and
        delivered to the Company a valid general release of claims with respect to
        his
        employment and the termination of such employment, in a form reasonably
        acceptable to the Company.

       

      (b)  By
        Company Upon Termination of Agreement Due to Employee's Death or
        Disability.
        In the
        event of the Employee's death or if the Company shall terminate the Employee's
        employment hereunder for disability pursuant to Section 5(e) hereof,
        then:

       

      (i)  in
        the
        event of a termination pursuant to Section 5(e) hereof, if eligible,
        the
        Employee shall be entitled to benefits under any long-term disability plan
        of
        the Company covering the Employee then in effect;

       

      
        
           

        

        
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      (ii)  To
        the
        extent the Employee has not received or does not receive disability or death
        benefits pursuant to any Company-paid benefit or similar plan of the Company
        covering the Employee then in effect pursuant to the Employee Retirement
        Income
        Security Act of 1974, as amended, the Company shall continue to pay the base
        salary payable hereunder at the then current rate for one (1) year following
        such death or such termination, to the Employee or his personal representative,
        as applicable; and

       

      (iii)  all
        other
        compensation and benefits provided for in Section 3, other than any
        amounts
        due pursuant to Subsection 3(d) of this Agreement shall cease upon such
        termination.

       

      (c)  By
        Company for Cause or By Employee Without Good Reason.
        In the
        event that: (i) the Company shall terminate the Employee's employment
        hereunder for Cause pursuant to Section 5(b) hereof; or (ii) the
        Employee shall terminate employment hereunder without Good Reason as defined
        in
        Section 5(c) hereof, then the Employee’s rights hereunder shall cease as of
        the effective date of the termination, including, without limitation, the
        right
        to receive the Base Salary and all other compensation or benefits provided
        for
        in this Agreement, except that the Company shall pay the Employee salary
        and
        other compensation which may have been earned and is due and payable but
        which
        has not been paid as of the date of termination.

       

      7.  Effect
        of Termination.
        In the
        event of expiration or early termination of this Agreement as provided herein,
        neither the Company nor the Employee shall have any remaining duties or
        obligations hereunder except that:

       

      (a)  The
        Company shall:

       

      (i)  Pay
        the
        Employee's accrued salary and any other accrued benefits under Section 3
        hereof;

       

      (ii)  Reimburse
        the Employee for expenses already incurred in accordance with Section 3(e)
        hereof;

       

      (iii)  To
        the
        extent required by law, pay or otherwise provide for any benefits, payments
        or
        continuation or conversion rights in accordance with the provisions of any
        benefit plan of which the Employee or any of his dependents is or was a
        participant; and

       

      (iv)  Pay
        the
        Employee or his beneficiaries any compensation due pursuant to Section 6
        hereof; and

       

      (b)  The
        Employee shall remain bound by the terms of Section 8 hereof and
Exhibit A
        attached
        hereto.

       

      8.  Restrictive
        Covenant.

       

      (a)  The
        Employee acknowledges and agrees that he has access to secret and confidential
        information of the Company and its subsidiaries and that the following
        restrictive covenant is necessary to protect the interests and continued
        success
        of the Company. Except as otherwise expressly consented to in writing by
        the
        Company, until the termination of the Employee’s employment (for any reason and
        whether such employment was under this Agreement or otherwise) and for a
        period
        of one (1) year thereafter (the “Restricted Period”), provided Employee receives
        the compensation specified in Section 6(a), if applicable, the Employee shall
        not, directly or indirectly, acting as an employee, owner, shareholder, partner,
        joint venturer, officer, director, agent, salesperson, consultant, advisor,
        investor or principal of any corporation or other business entity, engage,
        in
        any state or territory of the United States of America or other country where
        the Company is actively doing business, in direct or indirect competition
        with
        the business conducted by the Company or activities in which the Company
        plans
        to conduct business.

       

      
        
           

        

        
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      (b)  Nothing
        in this Section 8, whether express or implied, shall prevent the Employee
        from being a holder of securities of a company whose securities are registered
        under Section 12 of the Securities Exchange Act of 1934, as amended,
        or any
        privately held company; provided, however, that during the term of this
        agreement, and with respect to any company which may be deemed to directly
        or
        indirectly compete with the business conducted by the Company or with the
        activities which the Company plans to conduct, the Employee holds of record
        and
        beneficially less than one percent (1%) of the votes eligible to be cast
        generally by holders of securities of such company for the election of
        directors.

       

      (c)  The
        Employee, as a condition of his continued employment, acknowledges and agrees
        that he has reviewed and signed and will continue to be bound by all of the
        provisions set forth in Exhibit A
        attached
        hereto, which is incorporated herein by reference and made a part hereof
        as
        though fully set forth herein, during the term of this Agreement, and any
        time
        hereafter.

       

      (d)  The
        Employee acknowledges and agrees that in the event of a breach or threatened
        breach of the provisions of this Section 8 or Exhibit A
        by
        Employee the Company may suffer irreparable harm and therefore, the Company
        shall be entitled, to the extent permissible by law, immediately to cease
        to pay
        or provide the Employee any compensation being, or to be, paid or provided
        to
        him pursuant to Sections 3 or 6 of this Agreement, and also to obtain
        immediate injunctive relief restraining the Employee from conduct in breach
        or
        threatened breach of the covenants contained in this Section 8. Nothing herein
        shall be construed as prohibiting the Company from pursuing any other remedies
        available to it for such breach or threatened breach, including the recovery
        of
        damages from the Employee.

       

      9.  Insurance.
        During
        the term of this Agreement, the Company shall maintain standard directors
        and
        officers liability insurance in a face amount of no less than
        $10,000,000.

       

      10.  No
        Conflicts.
        The
        Employee has represented and hereby represents to the Company that the
        execution, delivery and performance by the Employee of this Agreement do
        not
        conflict with or result in a violation or breach of, or constitute (with
        or
        without notice or lapse of time or both) a default under any contract, agreement
        or understanding, whether oral or written, to which the Employee is a party
        or
        of which the Employee is or should be aware and that there are no restrictions,
        covenants, agreements or limitations on his right or ability to enter into
        and
        perform the terms of this Agreement, and agrees to save the Company harmless
        from any liability, cost or expense, including attorney’s fees, based upon or
        arising out of any such restrictions, covenants, agreements, or limitations
        that
        may be found to exist. 

       

      11.  Waiver.
        The
        waiver by a party hereto of any breach by the other party hereto of any
        provision of this Agreement shall not operate or be construed as a waiver
        of any
        subsequent breach by a party hereto.

       

      12.  Assignment.
        This
        Agreement shall be binding upon and inure to the benefit of the successors
        and
        assigns of the Company, and the Company shall be obligated to require any
        successor to expressly assume its obligations hereunder and shall have the
        right
        to assign its rights to enforce the provisions of Section 8 and
Exhibit A
        to any
        successor. This Agreement shall inure to the benefit of and be enforceable
        by
        the Employee or his legal representatives, executors, administrators,
        successors, heirs, distributees, devisees and legatees. The Employee may
        not
        assign any of his duties, responsibilities, obligations or positions hereunder
        to any person and any such purported assignment by him shall be void and
        of no
        force and effect.

       

      
        
           

        

        
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      13.  Notices.
        Any
        notices required or permitted to be given under this Agreement shall be
        sufficient if in writing, and if personally delivered or when sent by first
        class certified or registered mail, postage prepaid, return receipt
        requested--in the case of the Employee, to his residence address as set forth
        below, and in the case of the Company, to the address of its principal place
        of
        business as set forth below, in care of the Chief Executive Officer and Chairman
        of the Board of Directors of the Company or to such other person or at such
        other address with respect to each party as such party shall notify the other
        in
        writing.

       

      14.  Construction
        of Agreement.

       

      (a)  Governing
        Law.
        This
        Agreement shall be governed by and its provisions construed and enforced
        in
        accordance with the internal laws of the State of New Jersey without reference
        to its principles regarding conflicts of law.

       

      (b)  Severability.
        In the
        event that any one or more of the provisions of this Agreement shall be held
        to
        be invalid, illegal or unenforceable, the validity, legality or enforceability
        of the remaining provisions shall not in any way be affected or impaired
        thereby.

       

      (c)  Headings.
        The
        descriptive headings of the several paragraphs of this Agreement are inserted
        for convenience of reference only and shall not constitute a part of this
        Agreement.

       

      15.  Entire
        Agreement.
        This
        Agreement and Exhibit A
        hereto
        contains the entire agreement of the parties concerning the Employee’s
        employment and all promises, representations, understandings, arrangements
        and
        prior agreements on such subject, including but not limited to, the Employment
        Agreement, are merged herein and superseded hereby. The provisions of this
        Agreement may not be amended, modified, repealed, waived, extended or discharged
        except by an agreement in writing signed by the party against whom enforcement
        of any amendment, modification, repeal, waiver, extension or discharge is
        sought. No person acting other than pursuant to a resolution of the Board
        of
        Directors shall have authority on behalf of the Company to agree to amend,
        modify, repeal, waive, extend or discharge any provision of this Agreement
        or
        anything in reference thereto or to exercise any of the Company's rights
        to
        terminate or to fail to extend this Agreement.

       

      * * * * *

       

      
        
           

        

        
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      IN
        WITNESS WHEREOF, the Company has caused this Agreement to be executed and
        attested by its duly authorized officers, and the Employee has set his hand,
        all
        as of the day and year first above written. 

       

      
        
          	ATTEST: 	 	GoAmerica, Inc. 
	 	 	 
	   
                                                       
                  	
                   By:

                	                                    
                   
	 	 	Daniel R. Luis
	 	 	
                  
                    Chief
                      Executive Officer

                  

                
	 	 	 
	WITNESS: 	 	EMPLOYEE 
	 	 	 
	                                         	 	                                      
                    
	 	 	Donald G. Barnhart
	 	 	 
	 	 	Address:                                  
                   
	 	 	                                     
                    
	 	 	 
	 	 	 
	 	 	 
	 	 


        

         

         

        
          
             

          

          
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      EXHIBIT A

       

      GoAmerica,
        Inc.

       

      EMPLOYEE’S
        INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENT

       

      In
        consideration of my employment or continued employment by GoAmerica, Inc.,
        a
        Delaware corporation or any subsidiary or parent corporation thereof (the
        “Company”), I hereby represent and agree as follows:

       

      1.  I
        understand that the Company is engaged in the business of providing
        communications services to the deaf and hard of hearing markets and related
        services and that I may have access to or acquire information with respect
        to
        Confidential Information (as defined below), including processes and methods,
        development tools, scientific, technical and/or business innovations.


       

      2.  Disclosure
        of Innovations.
        I agree
        to disclose in writing to the Company all inventions, improvements and other
        innovations of any kind that I may make, conceive, develop or reduce to
        practice, alone or jointly with others, during the term of my employment
        with
        the Company, whether or not they are related to my work for the Company and
        whether or not they are eligible for patent, copyright, trademark, trade
        secret
        or other legal protection (“Innovations”). Examples of Innovations shall
        include, but are not limited to, discoveries, research, inventions, formulas,
        techniques, processes, tools, know-how, marketing plans, new product plans,
        production processes, advertising, packaging and marketing techniques and
        improvements to computer hardware or software.

       

      3.  Assignment
        of Ownership of Innovations.
        I agree
        that all Innovations will be the sole and exclusive property of the Company
        and
        I hereby assign all of my rights, title or interest in the Innovations and
        in
        all related patents, copyrights, trademarks, trade secrets, rights of priority
        and other proprietary rights to the Company. At the Company's request and
        expense, during and after the period of my employment with the Company, I
        will
        assist and cooperate with the Company in all respects and will execute
        documents, and, subject to my reasonable availability, give testimony and
        take
        further acts requested by the Company to obtain, maintain, perfect and enforce
        for the Company patent, copyright, trademark, trade secret and other legal
        protection for the Innovations. I hereby appoint the President and Chief
        Executive Officer of the Company as my attorney-in-fact to execute documents
        on
        my behalf for this purpose.

       

      4.  Protection
        of Confidential Information of the Company.
        I
        understand that my work as an employee of the Company creates a relationship
        of
        trust and confidence between myself and the Company. During and after the
        period
        of my employment with the Company, I will not use or disclose or allow anyone
        else to use or disclose any “Confidential Information” (as defined below)
        relating to the Company, its products, suppliers or customers except as may
        be
        necessary in the performance of my work for the Company or as may be authorized
        in advance by appropriate officers of the Company. “Confidential Information”
        shall include innovations, methodologies, processes, tools, business strategies,
        financial information, forecasts, personnel information, customer lists,
        trade
        secrets and any other non-public technical or business information, whether
        in
        writing or given to me orally, which I know or have reason to know the Company
        would like to treat as confidential for any purpose, such as maintaining
        a
        competitive advantage or avoiding undesirable publicity. I will keep
        Confidential Information secret and will not allow any unauthorized use of
        the
        same, whether or not any document containing it is marked as confidential.
        These
        restrictions, however, will not apply to Confidential Information that has
        become known to the public generally through no fault or breach of mine or
        that
        the Company regularly gives to third parties without restriction on use or
        disclosure. Upon termination of my work with the Company, I will promptly
        deliver to the Company all documents and materials of any nature pertaining
        to
        my work with the Company and I will not take with me any documents or materials
        or copies thereof containing any Confidential Information. 

       

      
        
           

        

        
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      5.  Other
        Agreements.
        I
        represent that my performance of all the terms of this Agreement and my duties
        as an employee of the Company will not breach any invention assignment
        agreement, confidential information agreement, non-competition agreement
        or
        other agreement with any former employer or other party. I represent that
        I have
        not and will not bring with me to the Company or use in the performance of
        my
        duties for the Company any documents or materials of a former employer that
        are
        not generally available to the public.

       

      6.  Disclosure
        of this Agreement.
        I
        hereby authorize the Company to notify others, including but not limited
        to
        customers of the Company and any of my future employers, of the terms of
        this
        Agreement and my responsibilities hereunder.

       

      7.  Injunctive
        Relief.
        I
        understand that in the event of a breach or threatened breach of this Agreement
        by me the Company may suffer irreparable harm and monetary damages alone
        would
        not adequately compensate the Company. The Company will therefore be entitled
        to
        injunctive relief to enforce this Agreement.

       

      8.  Enforcement
        and Severability.
        I
        acknowledge that each of the provisions in this Agreement are separate and
        independent covenants. I agree that if any court shall determine that any
        provision of this Agreement is unenforceable with respect to its term or
        scope
        such provision shall nonetheless be enforceable by any such court upon such
        modified term or scope as may be determined by such court to be reasonable
        and
        enforceable. The remainder of this Agreement shall not be affected by the
        unenforceability or court ordered modification of a specific
        provision.

       

      9.  Governing
        Law.
        I agree
        that this Agreement shall be governed by and construed in accordance with
        the
        laws of the State of New Jersey.

       

      10.  Superseding
        Agreement.
        I
        understand and agree that this Agreement, as Exhibit A to my Employment
        Agreement with the Company, contains the entire agreement of the parties
        with
        respect to the subject matter hereof and supersedes all previous agreements
        and
        understandings between the parties with respect to its subject
        matter.

       

      11.  Acknowledgments.
        I
        acknowledge that I have read this agreement, was given the opportunity to
        ask
        questions and sufficient time to consult an attorney and I have either consulted
        an attorney or affirmatively decided not to consult an attorney. I understand
        that this agreement is a part of and does not alter the terms of my Employment
        Agreement with the Company. I also understand that my obligations under this
        Agreement survive the termination of my employment with the
        Company.

       

       

      


      
        
           

        

        
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