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EXECUTIVE EMPLOYMENT AGREEMENT

Employee Retention Agreement

EXECUTIVE EMPLOYMENT AGREEMENT | Document Parties: GOAMERICA INC You are currently viewing:
This Employee Retention Agreement involves

GOAMERICA INC

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Title: EXECUTIVE EMPLOYMENT AGREEMENT
Date: 4/4/2008
Industry: Communications Services     Sector: Services

EXECUTIVE EMPLOYMENT AGREEMENT, Parties: goamerica inc
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                                                                    Exhibit 10.1

                         EXECUTIVE EMPLOYMENT AGREEMENT

      This Executive   Employment   Agreement (the   "Agreement") is made as of the
1st day of April, 2008, by and between GoAmerica,   Inc., a Delaware   corporation
(the "Company"), and John Ferron (the "Executive").

      1. Duties and Scope of Employment.

            (a) Positions; Duties.

                  (i) During the Employment   Term (as defined in Section 2), the
Company shall employ Executive as the Chief Operating Officer of the Company. In
his capacity as Chief Operating Officer,   Executive shall report directly to the
Chief Executive Officer of the Company.

                  (ii) Beginning at the   conclusion of the Part-Time   Period (as
defined below) and continuing for so much of the Employment Term as the Board of
Directors of the Company (the "Board") shall decide,   Executive   shall also hold
the position of Chief Financial Officer of the Company. In his capacity as Chief
Financial   Officer,   Executive   shall   report   directly   to the Chief   Executive
Officer of the Company.

                  (iii)   The   Board   may   remove   Executive   from   either of the
positions   set forth in Sections   1(a)(i)   and   1(a)(ii) at any time and for any
reason;   provided,   however,   that at such time as the Board   decides   to remove
Executive from either position, Executive shall relinquish such position without
such   relinquishment   constituting   a   material   breach of this   Agreement,   and
provided further,   that no such removal and/or   relinquishment   shall constitute
termination   of Executive's   employment as long as Executive   retains one of the
positions set forth in Sections 1(a)(i) or 1(a)(ii).

            (b) Employment Schedule.   From the Employment   Commencement Date (as
defined   below) until June 2, 2008,   Executive   shall be employed on a part-time
basis (such   period of   part-time   work,   the   "Part-Time   Period").   During the
Part-Time   Period,   Executive   shall hold only the   position of Chief   Operating
Officer and shall receive fifty percent (50%) of any cash   compensation to which
he would   otherwise be entitled   under Section   3(a).   At the   conclusion of the
Part-Time   Period,   Executive shall be employed on a full-time basis as both the
Chief   Operating   Officer and the Chief   Financial   Officer   (subject to Section
1(a)(iii)) and he shall begin to receive one hundred   percent (100%) of any cash
compensation to which he is entitled under Section 3(a); provided, however, that
the transition to full-time cash compensation shall not be applied retroactively
to the Employment Commencement Date.

            (c) Obligations.   During the Employment Term, Executive shall devote
substantially   all of his business   efforts and time to the   Company.   Executive
agrees,   during   the   Employment   Term,   not to   actively   engage   in any   other
employment,   occupation   or   consulting   activity   for any   direct   or   indirect
remuneration without the prior approval of the Board;   provided,   however,   that
Executive   may (i)   serve   in any   capacity   with any   professional,   community,
industry, civic, educational or charitable organization,   (ii) serve as a member
of corporate   boards of directors on which Executive   currently serves and, with
the consent of the Board (which

<PAGE>

consent shall not be unreasonably   withheld or delayed),   other corporate boards
of directors,   and (iii) manage his and his family's   personal   investments   and
legal affairs; provided,   however, that in each instance, such activities do not
materially interfere with the discharge of Executive's duties.

      2.   Employment   Term.   The Company   hereby agrees to employ   Executive and
Executive   hereby accepts such   employment (the period of such   employment,   the
"Employment   Term"),   in   accordance   with the   terms and   conditions   set forth
herein,   commencing   on April 1,   2008   (the   "Employment   Commencement   Date").
Executive and the Company understand and acknowledge that Executive's employment
with the Company   constitutes   "at-will"   employment.   Subject to the   Company's
obligation to provide severance benefits as specified herein,   Executive and the
Company   acknowledge that this employment   relationship may be terminated at any
time,   upon   written   notice to the other party,   with or without   Cause or Good
Reason (as   defined in Section   4(b) and 4(c),   respectively)   and for any or no
cause or reason, at the option of either the Company or Executive.

      3. Compensation/Benefits. On the Employment Commencement Date, the Company
shall make a one-time   lump-sum payment of forty thousand   dollars   ($40,000) to
Executive as consideration for Executive executing this Agreement.   In addition,
during the   Employment   Term, the Company shall pay and provide to Executive the
following:

            (a) Cash   Compensation.   As   compensation   for his   services   to the
Company,   Executive shall receive a base salary and shall be eligible to receive
additional variable   compensation.   During the Employment Term, the Board or its
Compensation   Committee (the "Compensation   Committee") shall review Executive's
Base   Salary (as defined   below) and Bonus (as defined   below) then in effect at
least annually and may increase (but not decrease, except as provided in Section
1(b)) such Base   Salary as the   Compensation   Committee   may   approve.   The Base
Salary   shall be   payable   in   accordance   with   the   Company's   normal   payroll
practices   in effect   from time to time,   but in no event less   frequently   than
monthly   and,   in the   case of   Bonus,   as soon as   practical   during   the   year
following the year with respect to which such Bonus is payable,   but in no event
later than March 15 of such following   year. No increase in Base Salary shall be
used to offset or otherwise   reduce any   obligations of the Company to Executive
hereunder or otherwise.

                  (i) Annual   Base   Salary.   As of the   Employment   Commencement
Date, Executive's annual Base Salary shall be two hundred sixty thousand dollars
($260,000)   ("Base Salary");   provide,   however,   that such Base Salary shall be
subject to the reduction contemplated in Section 1(b).

                  (ii) Discretionary Bonus.   Executive shall also be eligible to
earn   annual   variable   compensation,   the amount of which shall range from zero
percent (0%) to one hundred   percent   (100%) of the Base Salary   (such   variable
compensation,   the   "Bonus,"   which,   together   with the Base   Salary,   shall be
referred to herein as "Target   Pay").   The Bonus for any calendar   year shall be
awarded at the sole   discretion   of the   Compensation   Committee   based upon the
Company's achievement of stated financial and strategic goals, as established by
the Compensation Committee.


                                        2
<PAGE>

            (b) Equity Compensation.

                  (i) Initial Stock Option Grant. Upon or promptly following the
Employment   Commencement   Date, pending approval by the Board, the Company shall
grant   Executive   an option   (the   "Initial   Option")   to   purchase   two hundred
thousand   (200,000)   shares of the common stock of Company (the "Initial   Option
Shares")   under the Company's 2005 Equity   Compensation   Plan, as amended and in
effect on the date of such grant (the   "Stock   Plan"),   at a per share   exercise
price equal to the fair market   value of the common   stock of the Company on the
date on which the Initial Option is granted,   as determined by the   Compensation
Committee,   in   accordance   with the Stock Plan.   Such   Initial   Option shall be
substantially   in the form   attached   hereto   as   Exhibit A (the   "Stock   Option
Agreement").

                  (ii) Supplemental Stock Option Grant.   Pending approval by the
Board,   and subject to, but in no event more than three (3) business days after,
receipt by the Company of   stockholder   approval of the first   amendment   to the
Stock Plan to occur after the   Employment   Commencement   Date, the Company shall
grant   Executive   an   additional    option   (the   "Second   Option")   to   purchase
seventy-five   thousand   (75,000)   shares of the common stock of the Company (the
"Second Option   Shares," and together with the First Option Shares,   the "Option
Shares")   under the Stock Plan, at a per share   exercise price equal to the fair
market   value of the common stock of the Company on the date on which the Second
Option is granted,   as determined by the Compensation   Committee,   in accordance
with the Stock Plan.   Such Second Option shall be   substantially   in the form of
the Stock Option Agreement.

                  (iii)   Ongoing    Awards.    Executive    shall   be   eligible   to
participate   fully in annual stock option grants and any other long-term   equity
incentive   program at levels   commensurate with his positions as Chief Operating
Officer   and   Chief   Financial   Officer   of   the   Company   (subject   to   Section
1(a)(iii)).

            (c) Employee Benefits.   Executive shall, to the extent eligible,   be
entitled to   participate   at a level   commensurate   with his   positions as Chief
Operating Officer and Chief Financial Officer of the Company (subject to Section
1(a)(iii)) in all employee   benefit,   welfare and retirement plans and programs,
as well as equity   plans,   provided by the Company to its senior   executives   in
accordance    with   the   terms    thereof    as   in   effect    from   time   to   time.
Notwithstanding   the foregoing,   at all times, the Company reserves the right to
amend, modify, or terminate any such plan or program.

                  (i) The Company will provide to Executive,   at its expense,   a
parking place, executive office,   secretarial assistance,   facilities,   supplies
and equipment   appropriate to his positions as Chief Operating Officer and Chief
Financial Officer of the Company (subject to Section 1(a)(iii)). In addition, if
Executive   relocates   his   residence   for the   purpose   of being   closer   to the
Company's   executive   offices in   California,   the   Company and   Executive   will
discuss and mutually   agree upon the   reimbursement   of   Executive's   reasonable
relocation   expenses actually   incurred   (including real estate brokerage fees);
provided,   however,   that any such   reimbursement   will be made   within ten (10)
business   days   of   Executive   submitting   receipts   for   qualifying   relocation
expenses,   and provided further,   that such reimbursement shall be made no later
than   March   15 of the   year   following   the year in   which   such   expenses   are
incurred.

                                       3
<PAGE>

            (d) Additional   Benefits.   During the   Employment   Term, the Company
shall provide Executive with the following additional benefits:

                  (i) Reimbursement of up to three thousand dollars ($3,000) per
month   for   one or more   of the   following   direct,   incurred   expenses,   in the
Executive's   sole   discretion:   (A) corporate   housing   (furnished   apartment or
hotel) reasonably near the Company's executive offices in California; (B) office
space in Los Gatos,   California;   and/or (C) use of a car service,   with driver,
solely for Executive's   business purposes   (including travel between his home or
Los Gatos office and the Company's   executive offices in California);   provided,
however,   that this benefit shall   terminate   upon the earliest of (X) three (3)
years from the Employment   Commencement Date, (Y) the Company's establishment of
an office within   forty-five (45) miles of Executive's   home, and (Z) relocation
of   Executive's   residence to be within   forty-five   (45) miles of the Company's
executive   offices in   California.   Any   reimbursement   made under this   Section
3(d)(i)   will be made   within ten (10)   business   days of   Executive   submitting
receipts for qualifying   relocation   expenses,   and provided further,   that such
reimbursement   shall be made no later   than March 15 of the year   following   the
year in which such expenses are incurred.

                  (ii) 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   Executive   a
non-accountable,    discretionary   expense   allowance   of   one   thousand   dollars
($1,000)   per   month   to be used   by   Executive   for   all of his own   automobile
expenses (including, without limitation, his automobile lease or similar finance
payments,   insurance, and all gas mileage (whether travel is personal or related
to his employment by the Company)),   club and organization   dues or memberships,
travel   upgrades,   technology   devices,   and similar   executive   perquisites and
related taxes.

            (e)   Business   and   Entertainment    Expenses.    Upon   submission   of
appropriate documentation by Executive in accordance with the Company's policies
in effect from time to time,   the Company   shall pay or reimburse   Executive for
all business   expenses that Executive incurs in performing his duties under this
Agreement,   including,   but not limited to, travel (excluding gas mileage, which
is   covered by   Section   3(d)(ii)),   entertainment,   and   professional   dues and
subscriptions,   in accordance with the Company's policies in effect from time to
time.   The Company   shall not be obligated to reimburse   Executive   for personal
legal fees or taxes incurred for any reason.

            (f) Vacation,   Holidays and Sick Leave.   Executive shall be entitled
to   vacations   of no less   than   five (5) weeks   per   calendar   year;   provided,
however,   that Executive shall be limited to future accruals of no more than six
(6) weeks of paid vacation. Executive shall also be entitled to 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.

      4. Termination of Employment.

            (a) Death or   Disability.   The   Company   may   terminate   Executive's
employment for disability in the event   Executive has been unable to perform his
material duties


                                       4
<PAGE>

hereunder   for   six   (6)   consecutive   months   because   of   physical   or   mental
incapacity by giving Executive notice of such termination   while such continuing
incapacity continues (a "Disability Termination").   Executive's employment shall
automatically    terminate   on   Executive's    death.   In   the   event   Executive's
employment with the Company   terminates   during the Employment Term by reason of
Executive's   death   or a   Disability   Termination,   then   upon   the date of such
termination:

                  (i) any Option Shares that would have vested solely due to the
passage of time during the twelve   (12) month   period   beginning   on the date of
Executive's death or Disability Termination shall immediately vest;

                  (ii) the Company   shall,   within   thirty (30) days of the date
Executive's employment is terminated, pay and provide Executive (or in the event
of Executive's death, Executive's estate) (A) any unpaid Base Salary through the
date   of   termination   and   any   accrued   vacation,   (B)   reimbursement   for any
unreimbursed   expenses   incurred   through the date of   termination,   and (C) all
other   payments,   benefits or fringe benefits to which Executive may be entitled
subject to and in   accordance   with,   the terms of any   applicable   compensation
arrangement   or benefit,   equity or fringe   benefit plan or program or grant and
amounts that may become due under Sections 5 and 9 hereof   (collectively,   items
under this clause (i) are referred to as "Accrued Benefits"); and

                  (iii) the   Company   shall pay to   Executive   at the time other
senior executives are paid under any cash bonus or long-term incentive plan, but
in no   event   later   than   March   15 of the   year   following   the   year in which
Executive's   employment   is   terminated,   a pro-rata   bonus   equal to the amount
Executive would have received if Executive's   employment had continued   (without
any discretionary   cutback)   multiplied by a fraction where the numerator is the
number of days in each respective bonus period prior to Executive's   termination
and the   denominator   is the number of days in the bonus   period (the   "Prorated
Bonus"); provided, however, that at the time of death or Disability Termination,
Executive   is on pace to achieve   the   performance   milestones   necessary   to be
eligible for such bonus.

            (b)   Termination   for Cause.   The Company may terminate   Executive's
employment   for   Cause   (as   defined   below).   In   the   event   that   Executive's
employment   with the Company is   terminated   during the   Employment   Term by the
Company for Cause, Executive shall not be entitled to any additional payments or
benefits hereunder,   other than Accrued Benefits (including, but not limited to,
any then-vested   Option Shares and other equity awards),   to be paid or provided
within thirty (30) days of the date Executive's employment is terminated.

                  (i) For the purposes of this Agreement, "Cause" shall mean:

                        (A) material   breach of any provision of this   Agreement
by Executive;

                        (B) the   willful   failure by   Executive   to perform   his
duties   with   the   Company   (other   than   any such   failure   resulting   from his
incapacity   due to physical or mental   impairment),   unless any such   failure is
corrected   within thirty (30) days   following   written   notice by the Board that
specifically identifies the manner in which the Board believes Executive has


                                       5
<PAGE>

not materially performed his duties; provided,   however, that no act, or failure
to act, by Executive shall be "willful" unless committed   without good faith and
without a reasonable belief that the act or omission was in the best interest of
the Company; or

                        (C) an act of gross   misconduct by Executive with regard
to the Company that is materially injurious to the Company.

            (c) Termination by the Company Other Than for Cause;   Termination by
Executive   With Good Reason.   Any payments to be made or benefits to be provided
under this   Section   4(c) are   conditioned   on (x)   Executive's   execution   of a
general release and/or termination   agreement   satisfactory to the Company,   and
(y) such general release and/or termination agreement becoming effective.

                  (i)   If    Executive's    employment    with    the    Company    is
involuntarily   terminated by the Company other than for Cause (for   avoidance of
doubt,   removal of Executive   from either of his positions   under this Agreement
shall not constitute   termination of his employment as long as Executive retains
one such position) or if Executive   voluntarily   terminates his employment   with
the Company for Good Reason (as defined   below),   then the Company   shall pay or
provide Executive with the following as of the date of termination:

                        (A) any Accrued Benefits,   to be paid or provided within
thirty (30) days of the date Executive's employment is terminated;

                        (B) the Prorated Bonus;   provided,   however, that at the
time of the   termination   of   Executive's   employment,   Executive   is on pace to
achieve the performance   milestones   necessary to be eligible for such bonus and
provided   further that such Prorated Bonus is paid no later than March 15 of the
year following the year in which Executive's employment is terminated;

                        (C)   a   severance    amount   equal   to   the    Executive's
then-current   annual Base Salary,   payable in a lump sum within thirty (30) days
of the date Executive's employment is terminated; provided, however, that if the
termination occurs during the Part-Time Period, the severance amount shall equal
fifty percent (50%) of Executive's then-current Base Salary;

                        (D) the   right   to   continue   his   participation   in the
Company's   health   benefit   plans to the   extent   that he is then a   participant
therein, at no additional cost to Executive other than he would have incurred as
an employee, for a period of twelve (12) months starting with the first calendar
month after such date of termination;   provided, however, that Company shall pay
the full   premium for COBRA   continuation   coverage   under its health   plans for
Executive (and, if applicable,   his dependents   enrolled as participants in such
health plans as of the date of termination) for such twelve-month period. In the
event Executive obtains other employment during the twelve-month   period in this
clause (D),   pursuant to which he becomes covered for   substantially   similar or
improved   benefits,   the right to continue to   participate in any health benefit
plan,   at the   Company's   expens  


 
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