CIO Employment Agreement - Yair Alan Griver

EMPLOYMENT AGREEMENT


THIS AGREEMENT made effective as of the 1st day of November 2000 (the "Effective Date") by and between GoAmerica, Inc., a Delaware corporation with its principal place of business at 401 Hackensack Avenue, Hackensack, New Jersey 07601 (the "Company"), and Alan Griver (the "Employee").


WITNESSETH:


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


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


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 employ the Employee and the Employee hereby agrees to serve the Company pursuant to the terms and conditions of this Agreement as Chief Information Officer of the Company, or in a position at least commensurate therewith in all material respects, for an initial term commencing on the Effective Date hereof and expiring on the third 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 (the "Renewal Term"), unless sooner terminated 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 sixty (60) days prior to such expiration date or anniversary, as the case may be. 2
2. Positions and Duties.


(a) Duties. The Employee's duties hereunder shall be those which shall be prescribed from time to time by the Board of Directors in accordance with the bylaws of the Company and shall include such executive duties, powers and responsibilities as customarily attend the office of Chief Information Officer of a company comparable to the Company. The Employee will hold, in addition to the office of Chief Information Officer of the Company, such other executive offices in the Company and its subsidiaries to which he may be elected, appointed or assigned by the Board of Directors from time to time and will discharge such executive duties in connection therewith. During the employment period, the Employee's position (including status, offices and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned immediately preceding the Effective Date. 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 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. The Employee shall be paid an initial base salary at the rate of $175,000 per year. Effective January 1, 2001, the initial base salary shall be subject to an increase at the standard rate of any increases for similarly situated executive employees. Thereafter, such base salary shall be reviewed, and any increases in the amount thereof shall be determined by the Board of Directors or a compensation committee formed by the Board of Directors (the "Compensation Committee") annually during the term hereof. The Employee's base salary shall be payable in equal installments in accordance with the Company's general salary payment policies but no less frequently than monthly.


(b) Bonuses. The Employee shall be eligible for and may receive bonuses. The amount of such bonus shall be solely within the discretion of the Board of Directors or, if formed, the Compensation Committee thereof.


(c) Incentive Compensation. The Employee shall be eligible for awards from the Company's incentive compensation plans, including without limitation any stock option plans, applicable to high level executive officers of the Company or to key employees of the Company or its subsidiaries, in accordance with the terms thereof. Any such awards shall be made on a basis commensurate with other similarly situated executive employees.


(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 similarly


-3- 4 situated executive level 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 as are made available to other similarly situated executive level employees.


(e) Expenses. Subject to and in accordance with reasonable policies and procedures maintained by the Company from time to time concerning documentation of expenses, the Employee hereby is authorized to incur, and, shall be reimbursed by the Company for, any and all reasonable and necessary business-related expenses, which expenses are incurred by the Employee on behalf of the Company or any of its subsidiaries.


4. Absences. The Employee shall be entitled to vacations of no less than four (4) weeks per year. In addition, the Employee shall 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 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, and upon no less than sixty (60) days prior written notice to the Employee. The Employee may terminate employment hereunder without cause upon no less than sixty (60) days prior written notice to the Company.


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(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. "Cause" for termination shall be 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;


(ii) 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 (other than the transaction contemplated by the Asset Purchase Agreement dated as of the 31st day of October 2000, by and among the Company, GoAmerica Communications Corp., Flash Creative Management, Inc., and the shareholders of Flash Creative Management, Inc. listed on Annex I to the Asset Purchase Agreement); or any other act or omission which substantially impairs the Company's ability to conduct its ordinary business in its usual manner;


(iii) Unreasonable neglect or unreasonable 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.


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(c) For Good Reason by Employee. The Employee may terminate employment hereunder for good reason immediately and with prompt notice to the Company. "Good reason" for termination by the Employee shall be limited to the following conduct of the Company:


(i) Material breach of any provision of this Agreement by the Company, which breach shall not have been cured by the Company within sixty (60) 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 2 of this Agreement;


(iii) T ...