EMPLOYMENT AGREEMENT TERMINATION
This Agreement (the "Termination"), effective as of March 10, 2004 (the
"Effective Date"), terminates the employment agreement dated as of May 6, 2002
(the "Employment Agreement"), by and between GoAmerica, Inc., a Delaware
corporation (the "Company"), and Xxxxxx Xxxx ("Xxxx").
WITNESSETH:
WHEREAS, the Company and Xxxx entered into the Employment Agreement; and
WHEREAS, the Company and the Executive desire to terminate the Employment
Agreement voluntarily in connection with the Company's completion of its equity
financing (the Financing"); and
WHEREAS, the Company and the Employee executed a Mutual Release and
Memorandum of Understanding, dated December 18, 2003, in connection with the
Financing, which release and memorandum are incorporated herein by reference.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1.1 Directorship - The Company shall use commercially reasonable efforts
to cause Xxxx to be nominated and elected as a director of the
Company at the Company's 2004 Annual Meeting of Stockholders through
and until the Company's 2007 Annual Meeting of Stockholders, unless:
(i) Xxxx voluntarily resigns; (ii) Xxxx voluntarily chooses not to
stand for reelection; or (iii) Xxxx is removed for Cause. As of the
Effective Date, for so long as Xxxx remains a director, the
Executive shall receive fees and equity grants to the same extent as
the fees and equity grants received by "non-employee" directors of
the Company, to the extent permissible by statute, charter and
bylaws.
1.2 Stock Options. The Company acknowledges and agrees that any stock
option or other equity grant which was granted to Xxxx prior to the
Effective Date shall remain in force and effect, shall continue to
vest for so long as Xxxx remains a director of the Company, and
shall continue to be exercisable pursuant to their terms.
1.3 Except as provided in this Termination, the Mutual Release, and the
Memorandum of Understanding, the Employment Agreement shall be
terminated as of the Effective Date, including the Restrictive
Covenants.
2. Governing Law
The Employment Agreement and Amendment shall be governed by and
construed in accordance with the laws of the State of New Jersey
without giving effect to principles of conflicts of laws.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first written above.
GOAMERICA, INC.
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
Chief Executive Officer
/s/ Xxxxxx Xxxx
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Xxxxxx Xxxx
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