AGREEMENT TO SEPARATION AGREEMENT AND RELEASE TERMS

Exhibit 10.34

AGREEMENT TO SEPARATION AGREEMENT AND RELEASE TERMS

1. Carol Barnhart (the “Employee’s Spouse”) and GoAmerica, Inc. (the “Company”) hereby acknowledge that Don Barnhart’s (“Employee”) employment with the Company was scheduled to terminate on November 15, 2008 (“Employee Last Day”) according to the terms of a mutually agreed to Separation Agreement and General Release (in the form attached hereto as Exhibit A, the “Separation Agreement”), however Employee passed away prior to execution of the Agreement and prior to the Employee Last Day.

2. In order to acknowledge and confirm the terms of the separation compensation to be paid to Employee’s Spouse and for the provision of a general release, as was contemplated under the Separation Agreement, the parties agree to the terms of herein.

3. Employee’s Spouse acknowledges that she is the authorized representative of Employee’s estate, as executor, beneficiary and otherwise, and is authorized to enter into the terms herein, including the general release.

4. Pursuant to the terms of Employee’s stock option agreements with the Company, Employee Spouse will have ninety (90) days from November 10, 2008, in which to exercise any or all of those options.

5. In reliance on the terms herein, the Company agrees to provide Employee’s Spouse, as authorized beneficiary and executor of Employee’s estate, the compensation set forth in Section 5 of the Separation Agreement, including salary continuation in the gross amount of fifteen thousand four hundred sixteen dollars and sixty-seven cents ($15,416.67) per month, less legally required withholdings, payable on the Company’s normal paydays for the period beginning November 16, 2008 and continuing through November 15, 2009, and payment of the health insurance premiums for Employee’s Spouse and covered dependents for the period from December 2008 through November 2009 provided timely election to continue such coverage under COBRA has been made. “The Company also agrees to provide Employee’s Spouse (and all intended beneficiaries) with all of the protections afforded pursuant to the terms of Indemnification attached as Exhibit B to the Separation Agreement.”

6. In exchange for the consideration provided to Employee’s Spouse described herein, Employee’s Spouse agrees to the terms of the general release of claims and confidentiality included in sections 6 through 10 of the Separation Agreement, which shall be applicable to Employee’s Spouse, Employee’s Estate and Employee’s beneficiaries, as a release of claims against the Company, and such sections 6 through 10 of the Separation Agreement are incorporated herein so that the terms thereof are applicable to Employee’s Spouse., Employee’s Estate, and Employee’s beneficiaries, to the extent they were intended to be applicable to Employee under the Separation Agreement.

1

Exhibit A

2

SEPARATION AGREEMENT AND GENERAL RELEASE

Don Barnhart (the “Employee”) and GoAmerica, Inc. (the “Company”) hereby agree to terminate their employment relationship on the following basis:

1. Employee’s employment with the Company was initially scheduled to terminate in September 2008 due to layoff resulting from a corporate restructuring. In lieu of this layoff date, the Company and Employee have mutually agreed to postpone Employee’s layoff until November 15, 2008.

2. Employee represents and agrees that he has received all compensation owed to him by the Company through his layoff date, including any and all wages, bonuses, commissions, overtime, earned but unused vacation, stock, stock options, reimbursable business expenses, and any other payments, benefits, or other compensation of any kind to which he/she was entitled from the Company.

3. As a result of the above agreement to postpone Employee’s layoff date, Employee understands that all stock option vesting will now cease effective with his termination on November 15, 2008, unless the parties enter into a consulting or other arrangement providing for the continued vesting and/or exercisability of the options. Pursuant to the terms of Employee’s stock option agreements with the Company, Employee will then have ninety (90) days from his date of termination in which to exercise any or all of those options. The Company agrees to indemnify Employee, in his past capacity as an executive officer of the Company, according to the terms of Indemnification attached in Exhibit B hereto.

4. Employee represents to the Company that he is signing this Separation Agreement and General Release voluntarily and with a full understanding of and agreement with its terms for the purpose of receiving additional consideration from the Company beyond that which is owed to him.

5. In reliance on the Employee’s promises, representations, and releases in this Agreement, eight (8) days after the Company’s receipt of this executed Separation Agreement and General Release and provided the Employee does not revoke this Agreement pursuant to Paragraph 8, the Company will provide Employee with salary continuation in the gross amount of fifteen thousand four hundred sixteen dollars and sixty-seven cents ($15,416.67) per month, less legally required withholdings, payable on the Company’s normal paydays for the period beginning November 16, 2008 and continuing through November 15, 2009. The Company will also pay the health insurance premiums for Employee and his currently covered dependents for the period from December 2008 through November 2009 provided Employee makes a timely election to continue such coverage for himself and his dependents under COBRA.

6. In exchange for the consideration provided to Employee as set forth above, Employee agrees to waive and release all claims, known and unknown, which he has or might otherwise have had against the Company, on behalf of itself and its parent, subsidiaries, and related entities, past and present officers, directors, shareholders, executives, managers, supervisors, agents, employees and successors (hereinafter collectively referred to as “the Released Parties”) arising at anytime prior to the date he signs this Agreement, including but not limited to all claims regarding any aspect of his employment, compensation, the termination of his employment with the Company, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990,

3

Title VII of the Civil Rights Act of 1964, 42 U.S.C. section 1981, the Fair Labor Standards Acts, the WARN Act, the New Jersey Fair Employment and Housing Act, New Jersey anti-discrimination statutes, labor laws, and wage and hours laws, the Unruh Civil Rights Act, New Jersey Labor Code; the Employee Retirement Income Security Act, 29 U.S.C. section 1001, et seq. , and any other federal, state or local law, regulation or ordinance or public policy, contract, tort or property law theory, or any other cause of action whatsoever that arose on or before the date Employee signs this Agreement.

7. It is further understood and agreed that as a condition of this Agreement, all rights under Section 1542 of the Civil Code of the State of California are expressly waived by Employee. Such Section reads as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

Employee further expressly waives any and all rights he may have under any other statute or common law principle of any other state which is of similar force and effect as California Civil Code section 1542. Thus, for the purpose of implementing a full and complete release and discharge of the Released Parties, Employee expressly acknowledges that this Agreement is intended to include and does include in its effect, without limitation, all claims which Employee does not know or suspect to exist in his/her favor against the Released Parties at the time of execution hereof, and that this Agreement expressly contemplates the extinguishment of all such claims.

8. Employee agrees to withdraw with prejudice all complaints or charges, if any, he has filed against any of the Released Parties with any federal or state court, agency, or other tribunal. Employee agrees that he/she will never file any lawsuit, complaint, or charge against any of the Released Parties based on the claims released in this Separation Agreement and General Release.

9. The release in this Agreement includes, but is not limited to, claims arising under federal, state or local law for age, race, sex or other forms of employment discrimination and retaliation. In accordance with the Older Workers Benefit Protection Act, Employee acknowledges and agrees that:

(a) Employee has read and understands this Agreement in its entirety;

(b) Employee has been advised by this writing to consult with an attorney concerning this Agreement before signing it;

(c) Employee has forty-five (45) calendar days after receipt of this Agreement to consider its terms before signing it;

(d) Employee has the right to revoke this Agreement in full within seven (7) calendar days of signing it by notifying Michael Pendergast, the Company’s General Counsel, in writing of such revocation, and none of the terms and provisions of this Agreement shall become effective or be enforceable until such revocation period has expired;

4

(e) The Company has provided Employee with information in writing (see Exhibit “A” attached hereto) describing (1) the eligibility factors for receipt of benefits, (2) the group of employees, including the job title and age of each, eligible to receive benefits, (3) the ages of all individuals in the same job classification or organizational unit who are not eligible to receive benefits, and (4) any time limit applicable to the availability of such benefits;

(f) Nothing contained in this Agreement waives any claim that may arise after the date of its execution; and

(g) Employee executes this Agreement knowingly and voluntarily, without duress or reservation of any kind, and after having given the matter full and careful consideration.

10. Unless otherwise required by law, Employee agrees that he will keep this Agreement completely confidential and will not disclose to any person that (a) this Agreement exists, (b) the consideration provided pursuant to this Agreement, or (c) any term or condition of this Agreement, other than the fact that Employee’s employment with the Company ended due to layoff; provided, however, that this provision shall not preclude Employee from making such disclosures (1) as are necessary to comply with a valid subpoena or court order, (2) to his/her attorneys, accountants, or tax preparers as necessary for them to comply with law or generally accepted accounting principles, or (3) to his/her immediate family members, provided that all individuals referenced above in subparagraphs (2) and (3) above must first be informed of this confidentiality provision and agree to be bound thereby. If asked about Employee’s departure from the Company, Employee shall state only that he/she was laid off as a result of a corporate restructuring and that he/she and the Company parted amicably.

11. Employee agrees not to disparage the Company, its officers, directors, employees, shareholders and agents), in any manner likely to be harmful to them or their business, business reputation or personal reputation. The Company, its directors and officers agree not to disparage the Employee in any manner likely to be harmful to them or their business, business reputation or personal reputation.

12. This Separation Agreement and General Release shall not be construed against any party merely because that party drafted or revised the provision in question, and it shall not be construed as an admission by the Released Parties of any improper, wrongful, or unlawful actions, or any other wrongdoing against Employee, and the Released Parties specifically disclaim any liability to or wrongful acts against Employee.

13. Employee acknowledges that the Released Parties have made no promises to him/her other than those set forth herein in this Separation Agreement and General Release. Employee further acknowledges and agrees that he/she is not entitled to receive, and will not claim, any right, benefit, compensation, or relief other than what is expressly set forth herein in this Separation Agreement and General Release. This Agreement may be modified only by written agreement signed by both parties.

14. In the event any provision of this Agreement is void or unenforceable, the remaining provisions shall continue in full force and effect.

5

15. This Separation Agreement and General Release, along with the Employee’s Confidentiality/Proprietary Information Agreement, contains the entire agreement between the parties regarding the subject matter hereof, and supersedes any and all prior and contemporaneous oral and written agreements.

6

EXHIBIT A

Supplemental Older Workers Benefit Protection Act Notice

The following supplemental information is provided to employees age 40 or older pursuant to the federal Older Workers Benefit Protection Act:

A. The class, unit, or group of employees covered by this reduction in force consists of the following management/administration.

B. The eligibility factors for this reduction in force are as follows: The Company considered all appropriate facts and circumstances in making the decision to reorganize and reduce its workforce, including the Company’s current and future business plans and needs and personnel levels needed to perform necessary work.

C. The time limits for this reduction in force are as follows: The reduction is expected to be carried out on                      , 2008.

D. The job titles and ages for all employees selected for layoff are as follows:

E. The ages of the employees in your same job classification or organizational unit who were not selected for layoff are as follows:                      .

[updated schedule to be provided after termination date for execution copy]

7

Exhibit B

TERMS OF INDEMNIFICATION

(referred to herein as “AGREEMENT”)

1. Indemnification .

(a) Indemnification of Expenses . The Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that Indemnitee in good faith believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other (hereinafter a “Claim”) by reason of (or arising in part out of) any event or occurrence related to the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or any subsidiary of the Company, or is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation, partn