8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 4, 2008 (April 1, 2008)

GoAmerica, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction
of In Company)   0-29359
(Commission
File Number) 22-3693371
  (I.R.S. Employer
Identification No.)

433 Hackensack Avenue
Hackensack, NJ 07601
(Address of principal executive offices) (Zip code)

(201) 996-1717
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

        Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

INFORMATION TO BE INCLUDED IN THE REPORT

Item 1.01. Entry Into a Material Definitive Agreement

        On April 1, 2008, GoAmerica, Inc. (“GoAmerica” or the “Company”) entered into an Employment Agreement with John R. Ferron, who was appointed as its Chief Operating Officer on that same date. The material terms of Mr. Ferron’s Employment Agreement are as follows.

        Until June 2, 2008, Mr. Ferron will be employed on a part-time basis as the Company’s Chief Operating Officer, and after June 2, 2008, Mr. Ferron will be employed on a full-time basis as the Company’s Chief Operating Officer and as its Chief Financial Officer. Mr. Ferron will receive an annual base salary of $130,000 during the period of his part-time employment, and thereafter will receive an annual base salary of $260,000. Upon commencement of his employment, Mr. Ferron also received a cash bonus of $40,000. The Compensation Committee may award Mr. Ferron additional cash bonus payments in amounts up to 100% of his base salary on an annual basis.

        On April 2, 2008, Mr. Ferron was granted an option to purchase 200,000 shares of the Company’s common stock at an exercise price of $6.00 per share pursuant to the Company’s 2005 Equity Incentive Plan, as amended (the “Plan”). Such option vests in 48 equal monthly installments, commencing on the date of grant and continuing on the first day of each month thereafter. On April 2, 2008, Mr. Ferron also was granted an option to purchase an additional 75,000 shares of common stock. Such option is on substantially the same terms as the 200,000 share option, except that the 75,000 share option may not be exercised until such time as the Company’s stockholders approve an amendment to the Plan permitting additional grants to be made under the Plan, and will expire if such shareholder approval is not obtained by June 30, 2008. The Compensation Committee also may make additional option grants or restricted stock awards to Mr. Ferron in its discretion from time to time.

        Mr. Ferron’s Employment Agreement provides for his employment by the Company on an “at will” basis, and may be terminated by the Company at any time, subject to its obligation to provide severance benefits under certain circumstances as described below.

        If Mr. Ferron is terminated without cause or resigns for good reason (as each such term is defined in the Employment Agreement), he will be entitled to receive enhanced severance, in an amount equal to one year’s base salary, as well as the right to continue in Company health and welfare benefit plans for one year after termination and 90 days’ outplacement services at a level commensurate with his position.

        In the event of a change of control of the Company (as defined in the Employment Agreement), 25% of Mr. Ferron’s then-unvested stock options shall immediately vest. In addition, after a change of control of the Company, all remaining unvested stock of Mr. Ferron shall immediately vest if (a) Mr. Ferron’s aggregate compensation is substantially diminished, or (b) Mr. Ferron is required to perform the majority of his obligations under the Employment Agreement from an office located more than 100 miles from Los Gatos, California (where he currently resides and intends to establish a small Company office). These accelerated vesting provisions will not apply to the 75,000 share option until such time as the Company’s stockholders approve an amendment to the Plan permitting additional grants to be made under the Plan, as described above.

        Mr. Ferron will be reimbursed for up to $3,000 per month of direct, incurred expenses for one or more of the following: (a) corporate housing near the Company’s northern California offices, (b) office

 

space in Los Gatos, California, and/or (c) use of a car service, with driver, for business purposes. Mr. Ferron also receives a $1,000 per month expense allowance and is reimbursed for additional business travel and entertainment expenses incurred in connection with their duties. The employment agreement also contains certain confidentiality provisions and requires that the Company maintain standard directors and officers insurance covering Mr. Ferron in the same amount as the Company maintains for other directors and officers.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

        The Board of Directors of GoAmerica appointed John R. Ferron, age 43, to serve as its Chief Operating Officer effective April 1, 2008, and to serve in addition as its Chief Financial Officer effective June 2, 2008. Mr. Ferron will serve in such capacities at the pleasure of the Board of Directors.

        On April 1, 2008, the Company entered into an Employment Agreement with Mr. Ferron. A description of the material terms of that Employment Agreement is contained in Item 1.01 above and is hereby incorporated herein by reference.

        On April 2, 2008, the Company also granted Mr. Ferron an option to acquire 200,000 shares of the Company’s common stock at an exercise price of $6.00 per share, and granted Mr. Ferron an option to purchase an additional 75,000 shares of common stock, which is not exercisable until at such time as the Company’s stockholders approve an amendment to the Plan permitting additional grants to be made under the Plan, and which will expire if such stockholder approval is not obtained by June 30, 2008.

        Mr. Ferron served as Chief Financial Officer of Celerity, Inc. from December 23, 2004 through January 31, 2008 and as Chief Financial Officer of Celerity Group, Inc. (formerly Kinetics Group, Inc.) from February 7, 2000 through December 22, 2004.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Employment Agreement dated as of April 1, 2008 between GoAmerica, Inc. and John Ferron
99.1	Press Release dated April 3, 2008.

 

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GoAmerica, Inc.
(Registrant)

By: /s/ Donald G. Barnhart Name: Donald G. Barnhart
Title: Senior Vice President

Date: April 3, 2008

 

EXHIBIT INDEX

Exhibit Number	Description
10.1	Employment Agreement dated as of April 1, 2008 between GoAmerica, Inc. and John Ferron.
99.1	Press Release dated April 3, 2008.

EX-10.1

                                                                    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



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


            (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


            (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


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


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  expense,  offered or  provided  by the  Company  shall
immediately cease; and


                                       6


                        (E)   reasonable   outplacement   services  at  a  level
commensurate  with  Executive's  positions as Chief Operating  Officer and Chief
Financial Officer of the Company (subject to Section  1(a)(iii)),  including use
of an  executive  office  and  secretary,  for a  period  of  ninety  (90)  days
commencing on Executive's  date of termination but in no event extending  beyond
the date on which Executive commences other full time employment.

                  (ii)  For  purposes  of  this  Agreement,  "Good  Reason"  for
termination by Executive  shall arise from the following  conduct of the Company
or  events  without  Executive's  consent  (other  than  in  connection  with or
subsequent to the termination or suspension of Executive's  employment or duties
for Cause or in connection with Executive's  death or disability,  and excluding
any isolated action not taken in bad faith and which is promptly remedied by the
Company after receipt of notice thereof from Executive); provided, however, that
in each instance,  Executive shall provide reasonably detailed written notice of
any  action or event that  would  constitute  Good  Reason  under  this  Section
4(c)(ii) to the Company within ninety (90) days of such action or event, and the
Company  shall have thirty (30) days to cure such action or event,  and provided
further  that if such  action or event is not cured by the  Company  within such
thirty  (30) day  period,  Executive's  employment  will  then be  deemed  to be
terminated with Good Reason:

                        (A) Material  breach of any provision of this  Agreement
by the Company; or

                        (B) After a Change of Control (as defined below), in the
event that (i) Executive's  aggregate  compensation is substantially  diminished
(regardless of  Executive's  title,  duties,  or  responsibilities)  or (ii) the
office  from  which  Executive  is  expected  to  perform  the  majority  of his
obligations  under this  Agreement is located more than one hundred  (100) miles
from Los  Gatos,  California  (it  being  understood  that as of the  Employment
Commencement  Date,  Executive  will be expected to perform the  majority of his
obligations under this Agreement from the Company's executive offices in Novato,
California  and  an  office  to  be  established  by  Executive  in  Los  Gatos,
California).

            (d)  Termination  by Executive  Without Good Reason.  Executive  may
terminate his  employment  at any time without Good Reason by written  notice to
the Company.  In the event that Executive  terminates  his  employment  with the
Company during the Employment  Term without Good Reason,  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.

            (e) No Mitigation/No Offset. Executive shall not be required to seek
other  employment  or  otherwise  mitigate the value of any  severance  benefits
contemplated  by this  Agreement,  nor shall any such benefits be reduced by any
earnings or benefits that Executive may receive from any other source, except as
provided in Sections  4(c)(i)(D) and 4(c)(i)(E).  The amounts payable  hereunder
shall not be subject to setoff, counterclaim, recoupment, defense or other right
that the Company may have against Executive or others.

      5. Change of Control Vesting Acceleration.


                                       7


            (a)  In the  event  of a  Change  of  Control  (as  defined  below),
twenty-five  percent  (25%) of  Executive's  then-unvested  Option  Shares shall
immediately vest.

            (b) After a Change of Control (as defined below),  in the event that
(i) Executive's aggregate  compensation is substantially  diminished (regardless
of Executive's title, duties, or responsibilities) or (ii) the office from which
Executive  is  expected to perform the  majority of his  obligations  under this
Agreement  is  located  more  than one  hundred  (100)  miles  from  Los  Gatos,
California (it being  understood  that as of the Employment  Commencement  Date,
Executive will be expected to perform the majority of his obligations under this
Agreement  from the Company's  executive  offices in Novato,  California  and an
office  to be  established  by  Executive  in  Los  Gatos,  California),  all of
Executive's   then-unvested   Option   Shares  and  other  equity  awards  shall
immediately  vest  in  full,  and if,  after  a  Change  of  Control,  Executive
terminates his employment with the Company for Good Reason, he shall be entitled
to receive all severance benefits set forth in Section 4(c)(i).

            (c) For the  purposes  of this  Agreement,  "Change of  Control"  is
defined  as  the  occurrence  of  any  of the  following  after  the  Employment
Commencement Date:

                  (i) any "person" (as defined in Section 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")), excluding for
this  purpose,  (i) the Company or any  subsidiary  of the Company,  or (ii) any
employee  benefit plan of the Company or any  subsidiary of the Company,  or any
person or entity  organized,  appointed  or  established  by the  Company for or
pursuant to the terms of any plan which acquires beneficial  ownership of voting
securities of the Company,  is or becomes the "beneficial  owner" (as defined in
Rule 13d-3 under the Exchange Act),  directly or indirectly of securities of the
Company  representing more than fifty percent (50%) of the combined voting power
of the Company's then outstanding securities;  provided, however, that no Change
of Control will be deemed to have  occurred as a result of a change in ownership
percentage  resulting  solely from an  acquisition of securities by the Company,
the grant or exercise of any stock option,  stock award, stock purchase right or
similar equity incentive,  or the continued beneficial ownership by any party of
voting securities of the Company which such party  beneficially  owned as of the
Employment Commencement Date; or

                  (ii)  persons,  who, as of the  Employment  Commencement  Date
constitute the Board (the "Incumbent Directors") cease for any reason, including
without  limitation,  as a result of a tender offer,  proxy  contest,  merger or
similar  transaction,  to  constitute  at least a  majority  thereof,  provided,
however,  that any person  becoming a director of the Company  subsequent to the
Employment  Commencement Date shall be considered an Incumbent  Director if such
person's  election or nomination for election was approved by a vote of at least
fifty percent (50%) of the Incumbent Directors;  and provided further,  that any
such person whose initial  assumption of office is in connection  with an actual
or  threatened  election  contest  relating to the members of the Board or other
actual or  threatened  solicitation  of proxies or consents by or on behalf of a
"person" (as defined in Section  13(d) and 14(d) of the Exchange Act) other than
the Board, including by reason of agreement intended to avoid or settle any such
actual  or  threatened  contest  or  solicitation,  shall not be  considered  an
Incumbent Director; or


                                       8


                  (iii)   consummation   of   a   reorganization,    merger   or
consolidation or sale or other  disposition of at least 80% of the assets (other
than cash and cash  equivalents) of the Company (a "Business  Combination"),  in
each case, unless, following such Business Combination, all or substantially all
of the  individuals  and entities who were the beneficial  owners of outstanding
voting securities of the Company immediately prior to such Business  Combination
beneficially own,  directly or indirectly,  more than fifty percent (50%) of the
combined voting power of the then outstanding voting securities entitled to vote
generally  in the  election  of  directors,  as the case may be, of the  company
resulting  from such Business  Combination  (including,  without  limitation,  a
company  which,  as a result of such  transaction,  owns the  Company  or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries)  in  substantially   the  same  proportions  as  their  ownership,
immediately  prior  to such  Business  Combination,  of the  outstanding  voting
securities of the Company; or

                  (iv) approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.

      6. Golden Parachute Payments.

            (a) Executive  shall bear all expense of, and be solely  responsible
for, all federal,  state, local or foreign taxes due with respect to any benefit
received pursuant to this Agreement,  including,  without limitation, any excise
tax imposed by Section  4999 of the Internal  Revenue  Code of 1986,  as amended
(the "Code"); provided,  however, that any benefit received or to be received by
Executive in connection  with a Change of Control  ("Contract  Benefits") or any
other  plan,   arrangement  or  agreement  with  the  Company  or  an  affiliate
(collectively  with the  Contract  Benefits,  the "Total  Benefits")  that would
constitute a "parachute payment" within the meaning of Section 280G of the Code,
shall be reduced to the extent  necessary  so that no portion  thereof  shall be
subject to the excise tax imposed by Section  4999 of the Code,  but only if, by
reason of such reduction,  the net after-tax  benefit received by Executive as a
result of such  reduction  shall exceed the net  after-tax  benefit  received by
Executive if no such  reduction  was made.  For purposes of this Section 6, "net
after-tax  benefit" shall mean the Total Benefits that Executive  receives or is
then  entitled to receive  from the Company  that would  constitute a "parachute
payment"  within the meaning of Section 280G of the Code, less (i) the amount of
all federal,  state and local income and  employment  taxes payable by Executive
with respect to such  "parachute  payment,"  calculated at the highest  marginal
income tax rate for each year in which the foregoing  shall be paid to Executive
(based  on the rates set forth in the Code as in effect at the time of the first
receipt of the foregoing benefits),  and (ii) the amount of excise taxes imposed
with respect to such "parachute payment" by Section 4999 of the Code.

            (b) The  accounting  firm engaged by the Company (or its  successor)
for general tax purposes shall perform any adjustment pursuant to subsection (a)
of this  Section 6. The  Company  shall bear all  expenses  with  respect to the
determinations  by such  accounting  firm  required  to be made  hereunder.  The
accounting firm engaged to make the  determinations  hereunder shall provide its
calculations,  together with detailed supporting documentation, to Executive and
to the Company  within  fifteen (15)  calendar  days of being engaged to perform
such  determination  and  adjustment,  or at such other time as requested by the
Company.  Any good faith  determinations  of the accounting  firm made hereunder
shall be final, binding and conclusive upon you and the Company.


                                       9


      7. Section 409A Compliance.

            (a) To the extent  that any  amount  payable  under  this  Agreement
constitutes an amount payable under a "nonqualified  deferred compensation plan"
(as  defined  in  Section  409A  of  the  Code  ("Section  409A"))  following  a
"separation  from  service" (as defined in Section  409A),  including any amount
payable  under  Section 4, then,  notwithstanding  any other  provision  in this
Agreement to the  contrary,  such payment will not be made to Executive  earlier
than  the day  after  the  date  that is six (6)  months  following  Executive's
"separation  from  service."  This  Section  7(a) will not be  applicable  after
Executive's death.

            (b) Executive and the Company  acknowledge  that the requirements of
Section 409A are still being developed and  interpreted by government  agencies,
that certain issues under Section 409A remain unclear at this time, and that the
parties  hereto have made a good faith  effort to comply with  current  guidance
under Section 409A.  Notwithstanding anything in this Agreement to the contrary,
in the event that  amendments to this Agreement are necessary in order to comply
with future guidance or interpretations under Section 409A, including amendments
necessary  to ensure  that  compensation  will not be subject  to Section  409A,
Executive agrees that the Company shall be permitted to make such amendments, on
a prospective and/or retroactive basis, in its sole discretion.

      8.  Restrictive  Covenants.  Executive  acknowledges  that  the  Company's
ability to keep its Confidential Information (as defined in Section 9(b)) secret
and away from its  competitors is important to the Company's and its affiliates'
viability and business.  Executive further  acknowledges that over the course of
his  employment  with the  Company he will (i) develop  special and  substantial
relationships  with the Company's and its  affiliates'  customers and suppliers,
and/or (ii) be privy to Confidential Information.  Further,  Executive will help
develop the goodwill of the Company and its affiliates  during the course of his
employment. Finally, pursuant to Section 3(b), Executive will have a substantial
ownership  interest in the Company.  As such,  Executive  agrees to abide by the
following covenants in order to allow the Company to protect those interests:

            (a)  Non-Competition.  During the  "Restricted  Period"  (as defined
below),  Executive will not either  directly or  indirectly,  for himself or any
other person or entity,  anywhere  within the United  States,  carry on, own, be
engaged in,  assist,  be employed by,  consult for,  serve as a director for, or
have any  financial  interest in any business or  enterprise  that is materially
engaged in the  telecommunications  relay service ("TRS") or call center service
industries  or any other  industry in which the Company is engaged to a material
extent at the time Executive's  employment  terminates,  provided that an equity
investment  of not more than two percent  (2%) in any  company  that is publicly
traded  and  whose  shares  are  listed on a  national  stock  exchange  will be
permitted.

            For purposes of this Section 8, "Restricted Period" means the period
beginning on the Employment  Commencement  Date and  continuing  until the first
(1st) anniversary of Executive's  employment  termination date,  irrespective of
the reason that Executive's employment is terminated with the Company.


                                       10


            (b) Non-Solicitation.  During the Restricted Period,  Executive will
not either  directly or  indirectly,  for himself or any other person or entity,
(i) hire,  solicit for services,  encourage the  resignation of, or in any other
manner seek to engage or employ,  any person who is an employee of the  Company,
or a consultant of the Company  devoting more than seventy  percent (70%) of his
or her  time  to  the  business  of the  Company  or any of its  affiliates,  on
Executive's  employment  termination  date or during  the six (6)  month  period
preceding  such  termination  date,  or (ii)  solicit,  provide  services to, or
otherwise interfere with the Company's business  relationship with, any customer
of the Company in connection with services and/or products that compete with the
Company's services or products, provided that such customer is a customer of the
Company on the  employment  termination  date or during the one (1) year  period
preceding such termination date.

            (c) Equitable Relief.  Executive acknowledges that the remedy at law
for his  breach of Section 8, 9(a)  and/or 10 will be  inadequate,  and that the
damages  flowing  from such  breach  will not be  readily  susceptible  to being
measured in monetary  terms.  Accordingly,  upon a violation of any part of such
Sections,  the Company will be entitled to immediate injunctive relief (or other
equitable  relief)  and may obtain a  temporary  order  restraining  any further
violation.  No  bond or  other  security  will be  required  in  obtaining  such
equitable  relief,  and  Executive  hereby  consents  to the  issuance  of  such
equitable  relief.  Such equitable  relief may be obtained from any court having
appropriate  jurisdiction over the matter. Nothing in this Section 8(c) shall be
deemed to limit the  Company's  remedies at law or in equity that may be pursued
or availed of by the Company for any breach by  Executive of any of the parts of
Sections 8, 9(a) and/or 10.

            (d) Judicial  Modification.  Executive  acknowledges  that it is the
intent of the parties  hereto that the  restrictions  contained or referenced in
Sections 8, 9 and 10 be enforced to the  fullest  extent  permissible  under the
laws  of  each  jurisdiction  in  which  enforcement  is  sought.  If any of the
restrictions  contained or referenced in such Sections is for any reason held by
a  court  or  arbitrator  to be  excessively  broad  as to  duration,  activity,
geographical  scope, or subject,  then, for purposes of that jurisdiction,  such
restriction shall be construed, judicially modified, or "blue penciled" so as to
thereafter  be limited or reduced to the extent  required to be  enforceable  in
accordance with applicable law. Executive acknowledges and understands that, due
to the nature and scope of the Company's  existing and proposed  business  plans
and projects, and the technological  advancements in electronic  communications,
any narrower  geographic  restriction of his obligations under Sections 8(a) and
8(b) would be inappropriate and counter to the protections sought by the Company
thereunder.

      9. Confidential Information.

            (a)  Non-Use  and   Non-Disclosure   of  Confidential   Information.
Executive  acknowledges  that,  during  the  course of his  employment  with the
Company,  he  will  have  access  to  information  about  the  Company  and  its
affiliates,  and their  customers and  suppliers,  that is  confidential  and/or
proprietary in nature, and that belongs to the Company and/or its affiliates. As
such, at all times,  both during his employment and  thereafter,  Executive will
hold in the strictest  confidence,  and not use or attempt to use except for the
benefit of the Company and its affiliates,  and not disclose to any other person
or  entity  (without  the  prior  written   authorization   of  the  Board)  any
"Confidential  Information"  (as  defined  in  Section  9(b)).   Notwithstanding


                                       11


anything  contained in this Section 9,  Executive  will be permitted to disclose
any  Confidential  Information to the extent  required by  validly-issued  legal
process or court order,  provided that Executive  notifies the Board immediately
of any such legal  process or court  order in an effort to allow the  Company to
challenge such legal process or court order, if the Company so elects,  prior to
Executive's disclosure of any Confidential Information.

            (b)  Definition of  Confidential  Information.  For purposes of this
Agreement,  "Confidential  Information"  means any  confidential  or proprietary
information  that  belongs  to the  Company or its  affiliates,  or any of their
customers or suppliers,  including,  without limitation,  technical data, market
data, trade secrets,  trademarks,  service marks, copyrights, other intellectual
property,  know-how,  research, business plans, product and service information,
projects,  services,  customer  lists  and  information,  customer  preferences,
customer transactions, supplier lists and information, supplier rates, software,
hardware, technology,  inventions,  developments,  processes, formulas, designs,
drawings,  marketing methods and strategies,  pricing strategies, sales methods,
financial   information,   project   information,   revenue   figures,   account
information,  credit information,  financing arrangements, and other information
disclosed to Executive by the Company or its affiliates in confidence,  directly
or  indirectly,  and  whether in  writing,  orally,  or by  electronic  records,
drawings, pictures, or inspection of tangible property.

      10.  Return of  Company  Property.  Upon the  termination  of  Executive's
employment with the Company,  or at any time during such employment upon request
by the Company,  Executive will promptly  deliver to the Company and not keep in
his possession,  recreate, or deliver to any other person or entity, any and all
property that belongs to the Company or any of its  affiliates,  or that belongs
to any other third  party and is in  Executive's  possession  as a result of his
employment with the Company,  including,  without limitation,  computer hardware
and software, Blackberries or other personal data assistants or similar devices,
pagers,  mobile or cellular phones, other electronic equipment,  records,  data,
customer lists and information,  supplier lists and information, notes, reports,
correspondence,  financial information, account information, product and service
information,  project  information,  files, and other documents and information,
including any and all copies of the foregoing.

      11. No Prior  Restrictions.  Executive  represents  and warrants  that his
employment  with the Company does not violate,  or cause him to be in breach of,
any obligation or covenant made to any former employer or other third party, and
that during the course of his  employment  with the Company he will not take any
action that would violate or breach any legal obligation that he may have to any
former  employer or other third party.  In the event of a breach of this Section
11, including in the event that Executive's representation and warranty above is
false,  Executive  shall hold the  Company  harmless  and  indemnify  it for any
damages  resulting  to it or  its  affiliates,  including,  without  limitation,
attorneys' fees, as a result of the breach of this Section 11.

      12. Assignment.

            (a) This Agreement shall be binding upon and inure to the benefit of
(i) the heirs,  beneficiaries,  executors and legal representatives of Executive
upon Executive's death and (ii) any successor of the Company, provided, however,
that any  successor  shall  within ten (10)


                                       12


days of such  assumption  deliver to  Executive a written  assumption  in a form
reasonably  acceptable to Executive.  Any such successor of the Company shall be
deemed  substituted  for the Company  under the terms of this  Agreement for all
purposes. As used herein,  "successor" shall mean any person, firm,  corporation
or other  business  entity  that at any time,  whether  by  purchase,  merger or
otherwise,  directly or  indirectly  acquires  all or  substantially  all of the
assets or business of the Company.  Notwithstanding such assignment, the Company
shall remain,  with such successor,  jointly and severally liable for all of its
obligations  hereunder.  This  Agreement  may not  otherwise  be assigned by the
Company.

            (b)  None  of the  rights  of  Executive  to  receive  any  form  of
compensation   payable  pursuant  to  this  Agreement  shall  be  assignable  or
transferable except through a testamentary disposition or by the laws of descent
and  distribution  upon the death of  Executive  or as  provided  in  Section 20
hereof.  Any attempted  assignment,  transfer,  conveyance or other  disposition
(other  than as provided  in this  Section 12) of any  interest in the rights of
Executive to receive any form of compensation  hereunder shall be null and void;
provided,  however,  that  notwithstanding  the  foregoing,  Executive  shall be
allowed to transfer vested Option Shares or other stock options or equity awards
consistent  with the rules for transfers to "family  members" as defined in U.S.
Securities and Exchange Commission Form S-8.

      13. Liability Insurance.

            (a) The Company shall cover Executive under directors' and officers'
liability insurance both during and, while potential liability exists, after the
Employment  Term in the same  amount  and to the  same  extent,  if any,  as the
Company covers its other officers and directors.

            (b) The Company shall,  both during and after the  Employment  Term,
indemnify  and hold  harmless  Executive  to the  fullest  extent  permitted  by
applicable  law with regard to actions or  inactions  taken by  Executive in the
performance  of his duties as an officer,  director  and employee of the Company
and its  affiliates or as a fiduciary of any benefit plan of the Company and its
affiliates.

      14.  Notices.  All  notices,  requests,  demands and other  communications
called  for  hereunder  shall be in  writing  and shall be  deemed  given if (a)
delivered  personally  or by  facsimile,  (b) one (1) day  after  being  sent by
Federal Express or a similar commercial overnight service, or (c) three (3) days
after being mailed by registered or certified  mail,  return receipt  requested,
prepaid  and  addressed  to the parties or their  successors  in interest at the
following addresses,  or at such other addresses as the parties may designate by
written notice in the manner set forth in this Section 14:

            If to the Company:

                  GoAmerica, Inc.
                  Attn:  Chief Executive Officer
                  595 Menlo Drive
                  Rocklin, CA 95765


                                       13


            If to Executive:

                  John Ferron
                  106 Mill Road
                  Los Gatos, CA 95032

      15.  Severability.  In the event that any provision  hereof  becomes or is
declared by a court of competent  jurisdiction to be illegal,  unenforceable  or
void,  this  Agreement  shall  continue  in full force and effect  without  said
provision.

      16. Entire Agreement.  This Agreement  represents the entire agreement and
understanding   between  the  Company  and  Executive   concerning   Executive's
employment  relationship  with the Company,  and supersedes and replaces any and
all  prior  agreements  and  understandings  concerning  Executive's  employment
relationship with the Company entered into prior to the date hereof, but it does
not supersede or replace any written  agreements  entered into simultaneous with
this Agreement or thereafter.

      17. Arbitration.

            (a)  Agreement.  The Company  and  Executive  agree that,  except as
otherwise  provided in Section 8(c), any dispute or controversy  arising out of,
relating to, or in connection with the employment relationship between them, the
inception of that  relationship,  the  termination  of that  relationship,  this
Agreement, or the interpretation,  validity, construction,  performance, breach,
or termination thereof, including, without limitation, claims of discrimination,
harassment,  and/or retaliation,  and any violation of whistleblower laws, shall
be settled by final and binding  arbitration to be held in New York, New York or
such other location agreed by the parties  hereto,  under the auspices of and in
accordance  with the National  Rules for the  Resolution of Employment  Disputes
then in effect of the American  Arbitration  Association ("AAA"). The arbitrator
may grant  injunctions  or other  relief in such  dispute  or  controversy.  The
decision of the arbitrator shall be final, conclusive and binding on the parties
to the arbitration.  Judgment may be entered on the arbitrator's decision in any
court having jurisdiction.  The selection of the arbitrator will be conducted in
accordance  with the AAA's  practices and  procedures for disputes of the nature
here  contemplated.  The  arbitrator  will  have  authority  and  discretion  to
determine the arbitrability of any particular  claim,  should any disputes arise
with respect to such issue.

            (b) Costs and Fees of  Arbitration.  The moving  party shall pay the
costs of the initial arbitration filing (not to exceed two hundred fifty dollars
($250)),  and the Company  shall pay the  remaining  costs and  expenses of such
arbitration.  Unless  otherwise  required  by law or pursuant to an award by the
arbitrator,  the  Company and  Executive  shall each pay  separately  its or his
counsel fees and expenses.  Notwithstanding  the foregoing,  the arbitrator may,
but need not,  award the  prevailing  party in any dispute its or his legal fees
and expenses.

      18. No Oral  Modification,  Cancellation or Discharge.  This Agreement may
only be amended,  canceled or discharged  in writing  signed by Executive and an
appropriate officer or director of the Company.


                                       14


      19.  Survivorship.  The respective  rights and  obligations of Company and
Executive  hereunder shall survive any termination of Executive's  employment by
the Company to the extent necessary to preserve such rights and obligations.

      20.  Beneficiaries.  Executive shall be entitled,  to the extent permitted
under any applicable law, to select and change the beneficiary or  beneficiaries
to receive  any  compensation  or benefit  payable  hereunder  upon his death by
giving the Company written notice thereof. If Executive dies, severance then due
or other amounts due hereunder  shall be paid to his  designated  beneficiary or
beneficiaries or, if none are designated or none survive Executive, his estate.

      21. Withholding. The Company shall be entitled to withhold, or cause to be
withheld, any amount of federal, state, city or other withholding taxes required
by law with  respect  to  payments  made to  Executive  in  connection  with his
employment hereunder.

      22.  Governing  Law.  This  Agreement  shall be governed  by Delaware  law
(without  reference to rules of conflicts of law), which shall be applied to the
merits of any dispute or claim  submitted to arbitration  pursuant to Section 13
of this  Agreement.  Executive and the Company hereby  expressly  consent to the
personal  jurisdiction  of the state and federal courts located in New York, New
York for any  action or  proceeding  relating  to any  arbitration  pursuant  to
Section 13 of this Agreement in which the parties are participants, or any claim
to which Section 8(c) applies.

 [Remainder of page intentionally left blank - signatures on the following page]


                                       15


IN WITNESS WHEREOF, the undersigned have executed this Agreement:

                                            GOAMERICA, INC.

                                            By: /s/ Daniel R. Luis
                                                -------------------------------
                                                Name: Daniel R. Luis
                                                Title: Chief Executive Officer

                                            JOHN FERRON

                                            /s/ John Ferron
                                            -----------------------------------

EX-99.1

Exhibit 99.1

CONTACT:

GoAmerica
Laura Kowalcyk
Cubitt Jacobs & Prosek
lkowalcyk@cjpcom.com
212-279-3115 x209

GOAMERICA^® APPOINTS JOHN FERRON CFO AND COO

HACKENSACK, NJ — April 3, 2008 — GoAmerica, Inc. (Nasdaq: GOAM), a provider of relay, interpreting, and wireless communications services for deaf, hard-of-hearing, and speech-impaired persons, today announced the appointment of John Ferron to the dual positions of CFO and COO. Mr. Ferron will immediately commence his COO responsibilities on a part-time basis until June 2, 2008 at which time he will assume both the CFO and COO responsibilities on a full-time basis.

Mr. Ferron was previously CFO and interim COO of Celerity, Inc, a $350 million privately held semiconductor manufacturing company. Prior to that he was CFO of Kinetics Holdings Corporation, a $900 million company which included the Celerity division until its spin off.

“We interviewed a number of candidates with the skills necessary for this position, but what distinguished John was his authenticity and desire to understand our market, our public interest commitments, and the professional services component of our business,” said Dan Luis, CEO of GoAmerica. “As we implement our business plan and gear up for sustainable and profitable growth, it is imperative that the people joining our team understand our purpose and share our ambitions; John is a great fit on both points and we are excited to welcome him to the team.”

“I’m impressed with GoAmerica’s vision and dedication to serving deaf and hard-of-hearing persons, and with its plans for distinguishing itself in the marketplace,” said John Ferron. “I’m excited to be part of a company that has so much potential and at the same time, is providing services that changes the lives of its customers,” said John Ferron.

In addition to Celerity and Kinetics, Mr. Ferron also has previous experience as the VP of Finance and Group Controller at Compaq Computer, prior to its merger with Hewlett Packard. While at Compaq Mr. Ferron had financial responsibility for the Commercial Personal Computing Group totaling $10 billion in annual revenues. Mr. Ferron also has prior experience in numerous financial and operating roles at Science Applications International Corporation (SAIC).

 

“Having worked with John in the past, we are confident of his cultural fit with GoAmerica and that John’s financial, operating, and capital market skills will transfer well,” said Behdad Eghbali, Director of GoAmerica, Inc. and Partner at Clearlake Capital Group. “As the team focuses on integrating the recent three-way strategic combination of GoAmerica, Verizon’s telecommunications relay services division and Hands On Video Relay Services, John’s past experience will prove invaluable, helping to optimize the business and achieve the company’s product, financial, and employer-of-choice objectives.”

Clearlake recently led the investment of $125 million in GoAmerica enabling a three-way strategic combination which included the carve out and asset purchase of Verizon’s telecommunications relay services division and a merger with Hands On Video Relay Services; all of which were completed on January 10, 2008.

About GoAmerica
As a result of recent transactions, GoAmerica is the nation’s largest and second largest provider of text relay and video relay services, respectively, and provides a wide range of communications services tailored to the needs of people who are deaf, hard-of-hearing, or speech-disabled. The Company’s vision is to improve the quality of life of its customers by being their premier provider of high quality, innovative communication services that break down communications barriers. For more information on the Company or its services, visit http://www.goamerica.com or contact GoAmerica directly at TTY 201-527-1520, voice 201-996-1717, Internet Relay by visiting http://www.i711.com, or video phone by connecting to hovrs.tv.

About Clearlake Capital Group
Clearlake Capital Group is a private investment firm integrating private equity, leveraged finance, and special situations in both private and public market opportunities. Clearlake Capital seeks to partner with world-class management teams to invest in businesses going through change or expansion with patient long-term capital. The firm has a flexible mandate to invest across the capital structure in corporate divestitures, recapitalizations, restructurings, going private buyouts and minority equity investments. Clearlake Capital’s founding principals, Steven Chang, Behdad Eghbali, and Jose Feliciano, have led over 40 investments totaling more than $3 billion of capital in sectors including business services, communications and media, energy and power, healthcare, manufacturing, retail/consumer and technology.

Safe Harbor
The statements contained in this news release that are not based on historical fact — including statements regarding the anticipated results of the transactions described in this press release — constitute “forward-looking statements” that are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “estimate”, “anticipate”, “continue”, or similar terms, variations of such terms or the negative of those terms. Such forward-looking statements involve risks and uncertainties, including, but not limited to: (i) our limited operating

 

history; (ii) our ability to respond to the rapid technological change of the wireless data industry and offer new services; (iii) our dependence on wireless carrier networks; (iv) our ability to respond to increased competition in the wireless data industry; (v) our ability to integrate the businesses and technologies we have acquired; (vi) our ability to generate revenue growth; (vii) our ability to increase or maintain gross margins, profitability, liquidity and capital resources; and (viii) difficulties inherent in predicting the outcome of regulatory processes. Such risks and others are more fully described in the Risk Factors set forth in our filings with the Securities and Exchange Commission. Our actual results could differ materially from the results expressed in, or implied by, such forward-looking statements. GoAmerica is not obligated to update and does not undertake to update any of its forward looking statements made in this press release. Each reference in this news release to “GoAmerica”, the “Company” or “We”, or any variation thereof, is a reference to GoAmerica, Inc. and its subsidiaries. “GoAmerica”, the “GoAmerica” logo, “i711”, and the ”i711.com” logo, and “Relay and Beyond” are registered trademarks of GoAmerica. “i711.com” and “i711 Wireless” are trademarks and service marks of GoAmerica. Other names may be trademarks of their respective owners.