Exhibit 10.10
Dated as of March 1, 2005
David Lyons
[address deleted]
Dear Mr. Lyons:
GoAmerica, Inc. ("GoAmerica") desires that you perform certain
services for GoAmerica as provided for in this Agreement upon the following
terms and conditions:
1. Term. The term of this Agreement commenced as of January 1, 2005 and
shall continue for up to six (6) months thereafter, unless sooner terminated by
GoAmerica or you pursuant to Section 5 hereof.
2. Duties and Responsibilities. You shall provide advice to GoAmerica with
respect to, identify and evaluate potential acquisitions, dispositions and/or
business combinations in order to strengthen GoAmerica's business prospects and
to increase GoAmerica's shareholder value, and provide advice with respect to
such other matters as GoAmerica's Board of Directors may request from time to
time (the "Services"), all on a non-exclusive basis. You shall devote the
appropriate portion of your time to perform diligently the Services; however,
nothing herein shall prevent you from fulfilling any of your obligations as a
director of GoAmerica or engaging in other businesses and activities that are
not in violation of your obligations hereunder. You shall inform GoAmerica
promptly of any conditions or limitations which will or might affect your
performance of the Services contemplated hereunder, including legal, ethical and
personal conflicts; however, your failure to comply with these provisions shall
not relieve you of any of your duties, liabilities or obligations hereunder.
3. Independent Contractor. In performing the Services, you shall be an
independent contractor and not an employee of GoAmerica. You shall comply with
instructions from GoAmerica concerning the nature and objective of the Services,
but you have the discretion to determine the manner and precise timing of your
performance of the Services. Except as specifically authorized by GoAmerica,
during your performance of the Services you do not have the authority to
contractually bind GoAmerica and you are not GoAmerica's agent.
4. Compensation. For all Services rendered by you in any capacity
hereunder other than traditional service as a director of GoAmerica, GoAmerica
agrees to pay you the sum of ten thousand dollars ($10,000) monthly in the
manner set forth herein, in addition to reimbursement by GoAmerica for
reasonable travel and other expenses incurred directly and wholly in the
performance of the Services. GoAmerica shall issue you a check in the amount of
ten thousand dollars ($10,000) following each month during which you perform the
Services (other than those fees for months in which Services were rendered prior
to formal execution of this Agreement which have already been paid).
Additionally, a check will be issued to you for reimbursement of expenses
reasonably incurred in and to the extent of your performance of the Services
upon submission of an invoice adequately describing the expenses paid by you.
Each such invoice shall be accompanied and supported by satisfactory evidence of
the reimbursable expenses listed thereon. Payment to you of each monthly amount
shall constitute full and sufficient compensation for the Services. Payment of
any invoice for expenses shall not prejudice GoAmerica's right to dispute the
accuracy thereof.
You shall retain all related accounting and other documentation for a period of
2 years after performance of the Services and expenses on each such invoice.
5. Termination. Each of GoAmerica and you shall have the right to
terminate this Agreement immediately upon written notice as provided in Section
7; provided, however, neither party shall be required to notify the other with
respect to the expiration of the Term of this Agreement. The Term may not be
extended or renewed without the express authorization of the majority of
GoAmerica's Board of Directors (with you abstaining from voting on such
extension or renewal) and you expressly agree that you will not condition
diligent performance of the Services or request, demand, expect, or accept any
compensation therefor other than as provided in Section 4 above. At no time are
you to take any action that jeopardizes, compromises or prejudices your status
as an "independent" director of GoAmerica (as determined by The Nasdaq Stock
Market, Inc.) unless you are notified otherwise by GoAmerica in writing.
GoAmerica shall have the right to terminate this Agreement immediately without
notice in the event you cease to serve as an independent director of GoAmerica.
6. Assignment. You shall not assign your rights or delegate your duties
hereunder without the prior written consent of GoAmerica.
7. Notices. All notices, invoices, changes of address, or other
communication required or permitted to be given hereunder shall be deemed to
have been duly given when personally delivered or faxed and immediately
deposited in the U.S. mail, postage prepaid, as follows:
If to GoAmerica: GoAmerica, Inc.
ATTN: Chairman of the Board
433 Hackensack Avenue, 3rd Floor
Hackensack, NJ 07601
Fax: 201-996-1772
If to you, to Fax [deleted] and at your address as set forth
above.
Notwithstanding the foregoing, if exigent circumstances exist, telephonic
communication shall suffice if immediately followed by confirmation of such
communication in the manner described above. Either party may change its or his
address and/or fax number for the purpose of this paragraph by written notice
similarly given.
8. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey (without regard to conflicts
of laws principles) and the courts located in the State of New Jersey shall have
exclusive jurisdiction over any matter arising under this Agreement.
9. Void Provisions. If any provision of this Agreement, as applied to
either party or to any circumstances, shall be adjudged by a court to be void or
unenforceable, the same shall be deemed stricken from this Agreement and shall
in no way affect any other provision of this Agreement or the validity or
enforceability of this Agreement.
10. Survival. The provisions of Sections 4 and 8 shall survive any
termination or expiration of this Agreement.
11. Entire Agreement. The terms and provisions of this Agreement
constitute the entire agreement between GoAmerica and you with respect to the
Services and supersede all communications, representations or agreements, either
verbal or written. This Agreement may not be modified, amended or supplemented
except by written instrument duly executed by both GoAmerica and you.
If the foregoing correctly sets forth our understanding, please sign
one copy of this letter and return it to the undersigned, whereupon this letter
shall constitute a binding agreement between us.
Very truly yours,
GOAMERICA, INC.
By:
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Daniel R. Luis
Chief Executive Officer
ACCEPTED AND AGREED:
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David Lyons