SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
|_| Preliminary proxy statement
|X| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ParkerVision, Inc.
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(Name of Registrant as Specified in Its Charter)
Stacie Wilf
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
|X| $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(j)(2).
|_| $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transactions applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:*
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(4) Proposed maximum aggregate value of transaction:
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|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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* Set forth the amount on which the filing fee is calculated and state how it
was determined.
PARKERVISION, INC.
8493 Baymeadows Way
Jacksonville, Florida 32256
--------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 29, 1996
--------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders
of ParkerVision, Inc. ("Company") will be held at the Anaheim Hilton & Towers
Hotel, 777 Convention Way, Anaheim, California 92802, on October 29, 1996 at
1:00 p.m. local time, for the following purposes:
1. To elect five directors to hold office until the Annual
Meeting of Shareholders in 1997 and until their respective
successors have been duly elected and qualified;
2. To consider and act upon a proposal to amend the 1993
Stock Plan; and
3. To transact such other business as may properly come before
the meeting, and any adjournment(s) thereof.
The transfer books will not be closed for the Annual Meeting.
Only shareholders of record at the close of business on September 27, 1996 will
be entitled to notice of, and to vote at, the meeting and any adjournments
thereof.
YOU ARE URGED TO READ THE ATTACHED PROXY STATEMENT, WHICH
CONTAINS INFORMATION RELEVANT TO THE ACTIONS TO BE TAKEN AT THE MEETING. IN
ORDER TO ASSURE THE PRESENCE OF A QUORUM, WHETHER OR NOT YOU EXPECT TO ATTEND
THE MEETING IN PERSON, PLEASE SIGN AND DATE THE ACCOMPANYING PROXY CARD AND MAIL
IT PROMPTLY IN THE ENCLOSED ADDRESSED, POSTAGE PREPAID ENVELOPE. YOU MAY REVOKE
YOUR PROXY IF YOU SO DESIRE AT ANY TIME BEFORE IT IS VOTED.
By Order of the Board of Directors
Stacie Wilf
Secretary
Jacksonville, Florida
October 1, 1996
PARKERVISION, INC.
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement and the enclosed form of proxy are
furnished in connection with the solicitation of proxies by the Board of
Directors of ParkerVision, Inc. ("Company") to be used at the Annual Meeting of
Shareholders of the Company to be held at 1:00 p.m. local time, on October 29,
1996 and any adjournment or adjournments thereof ("Annual Meeting"). The Annual
Meeting will be held at the Anaheim Hilton & Towers Hotel, 777 Convention Way,
Anaheim, California 92802. The matters to be considered at the meeting are set
forth in the attached Notice of Meeting.
The Company's executive offices are located at 8493 Baymeadows
Way, Jacksonville, Florida 32256. This Proxy Statement and the enclosed form of
proxy are first being sent to shareholders on or about October 1, 1996.
Record Date; Voting Securities
The Board of Directors has fixed the close of business on
September 27, 1996 as the record date for determination of shareholders entitled
to notice of, and to vote at, the Annual Meeting or any and all adjournments
thereof. As of September 27, 1996, the issued and outstanding voting securities
of the Company were 10,023,104 shares of Common Stock, par value $.01 per share
("Common Stock"), the holders of which are entitled to one vote for each share
of Common Stock.
Solicitation, Voting and Revocation of Proxies
Proxies in the form enclosed are solicited by and on behalf of
the Board of Directors. The persons named in the proxy have been designated as
proxies by the Board of Directors. Any proxy given pursuant to such solicitation
and received in time for the meeting will be voted as specified in such proxy.
If no instructions are given, proxies will be voted "FOR" the election of the
nominees listed below under the caption "Election of Directors," for adoption of
the amendment of the 1993 Stock Plan ("Plan") and in the discretion of the
proxies named in the proxy with respect to any other matters properly brought
before the meeting and any adjournments thereof. Any proxy may be revoked by
written notice received by the Secretary of the Company at any time prior to the
voting thereof, by submitting a subsequent proxy or by attending the Annual
Meeting and voting in person. Attendance by a shareholder at the Annual Meeting
does not alone serve to revoke his or her proxy.
The presence of a majority of the outstanding Common Stock,
represented in person or by general or limited proxy at the meeting, will
constitute a quorum. Proxies relating to "street name" shares that are returned
to the Company but marked by brokers as "not voted" will be treated as shares
present for purposes of determining the presence of a quorum on all matters but
will not be treated as shares entitled to vote on the matter as to which
authority to vote is withheld by the broker ("broker non-votes"). The nominees
receiving the highest vote totals will be elected as the Directors of the
Company. Accordingly, broker non-votes will not affect the outcome of the
election of Directors of the Company. The affirmative vote of a majority of the
shares present in person or represented by proxy at the meeting and entitled to
vote is required to approve the amendment to the Plan. Abstentions will have the
same effect as a negative vote. Broker non-votes will not be considered entitled
vote on the amendment to the Plan and consequently will have no effect on the
vote. All other matters to be voted on, if any, will be decided by the
affirmative vote of a majority of the shares present or represented at the
meeting and entitled to vote. On any such matter, an abstention will have the
same effect as a negative vote, but because shares held by brokers will not be
considered entitled to vote on matters as to which the brokers withhold
authority, a broker non-vote will have no effect on the vote.
Annual Report
The Company's Annual Report to Shareholders for the fiscal
year ended December 31, 1995 which contains audited financial statements, is
being mailed with this Proxy Statement on October 1, 1996 to all persons who
were shareholders of record as of the close of business on September 27, 1996.
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information as of
September 7, 1996 with respect to the stock ownership of (i) those persons or
groups who beneficially own more than 5% of the Company's Common Stock, (ii)
each director of the Company, (iii) each executive officer whose compensation
exceeded $100,000 in 1995, and (iv) all directors and executive officers of the
Company as a group (based upon information furnished by such persons).
Amount and Nature Percent
of of
Name of Beneficial Owner Beneficial Ownership Class(1)
- ------------------------ -------------------- --------
Jeffrey Parker(2) 2,887,948 (3)(4) 28.3%
J-Parker Family Limited Partnership(5) 2,670,734 (4) 26.6%
Todd Parker(2) 1,075,255 (6)(7) 10.7%
T-Parker Family Limited Partnership(5) 1,055,255 (7) 10.5%
Stacie Parker Wilf(2) 1,080,583 (8)(9) 10.8%
S-Parker-Wilf Family Limited Partnership(5) 1,060,583 (9) 10.6%
William Sammons(10) 32,000 (11) 0.3%
Arthur G. Yeager(12) 0 0%
Walter Scheuer and certain other persons
and entities(13) 657,100 (14) 6.6%
All directors and executive officers as
a group (six persons) 5,080,786 (15) 49.5%
- -----------
(1) Percentage includes all outstanding shares plus, for each person or group,
any shares that person or group has the right to acquire within 60 days
pursuant to options, warrants, conversion privileges or other rights.
(2) The person's address is 8493 Baymeadows Way, Jacksonville, Florida 32256.
(3) Includes 170,000 shares issuable upon immediately exercisable options.
(4) J-Parker Family Limited Partnership is the record owner of 2,670,734 shares
of Common Stock. Mr. Jeffrey Parker has sole voting and dispositive power
over the shares of Common Stock owned by the J-Parker Family Limited
Partnership, as a result of which Mr. Jeffrey Parker is deemed to be the
beneficial owner of such shares.
(5) The entity's address is 409 S. 17th Street, Omaha, Nebraska 68102.
(6) Includes 20,000 shares issuable upon immediately exercisable options.
(7) T-Parker Family Limited Partnership is the record owner of 1,055,255 shares
of Common Stock. Mr. Todd Parker has sole voting and dispositive power
over the shares of Common Stock owned by the T-Parker Family Limited
Partnership, as a result of which Mr. Todd Parker is deemed to be the
beneficial owner of such shares.
(8) Includes 20,000 shares issuable upon immediately exercisable options.
2
(9) S-Parker Wilf Family Limited Partnership is the owner of 1,060,583 shares
of Common Stock. Ms. Parker Wilf has sole voting and dispositive power
over the shares of Common Stock owned by the S-Parker Wilf Family Limited
Partnership, as a result of which Ms. Parker Wilf is deemed to be the
beneficial owner of such shares.
(10) Mr. Sammons' address is 231 Brattle Road, Syracuse, New York 13203.
(11) Includes 30,000 shares issuable upon imediately exercisable options.
(12) Mr. Yeager's address is 112 W. Adams Street, Suite 1305, Jacksonville,
Florida 32202.
(13) The group's address is 635 Madison Avenue, New York, New York 10022.
(14) Mr. Scheuer and thirty-two other persons and entities have reported on
Amendment #3 to Schedule 13D dated July 26, 1996, the beneficial ownership
as a group of 657,100 shares of Common Stock. Of these shares, Mr.
Walter Scheuer has sole voting and dispositive power over 90,000 shares of
Common Stock, and shares voting and dispositive power with other members
of the group over 567,100 shares of Common Stock, representing 6.6% of the
outstanding Common Stock. The other members of the group have reported
sole or shared voting and dispositive power over varying amounts of the
shares of Common Stock indicated in the table, but none claims beneficial
ownership of 5% or more of the Common Stock on an individual basis.
(15) Includes 240,000 shares of Common Stock issuable upon immediately
exercisable options (see notes 3, 6, 8 and 11 above) and 5,000 shares of
Common Stock issuable upon immediately exercisable options held by an
executive officer not included in the table above.
ELECTION OF DIRECTORS
The persons listed below have been designated by the Board of Directors as
candidates for election as directors to serve until the next annual meeting of
shareholders or until their respective successors have been elected and
qualified. Unless otherwise specified in the form of proxy, the proxies
solicited by management will be voted "FOR" the election of these candidates.
In case any of these nominees become unavailable for election to the Board of
Directors, an event which is not anticipated, the persons named as proxies, or
their substitutes, shall have full discretion and authority to vote or refrain
from voting for any other nominee in accordance with their judgment.
Name Age Director Since Position
- ---- --- -------------- --------
Jeffrey Parker 40 1989 Chairman of the Board, Chief
Executive Officer and President
Todd Parker 32 1989 Vice President and Director
Stacie Wilf 37 1989 Secretary, Treasurer and Director
William L. Sammons 76 1993 Director
Arthur G. Yeager 62 1995 Director
Jeffrey Parker has been Chairman of the Board and Chief
Executive Officer of the Company since its inception in August 1989 and
President of the Company since April 1993. From March 1983 to August 1989, Mr.
Parker served as Executive Vice President and Sales Manager for Parker
Electronics, Inc. ("Parker Electronics"), a joint venture partner with Carrier
Corporation performing research development and marketing for the heating,
ventilation and air conditioning industry.
3
Todd Parker has been Vice President and a director of the
Company since its inception. From January 1985 to August 1989, Mr. Parker served
as General Manager of Manufacturing for Parker Electronics.
Stacie Wilf has been the Secretary and Treasurer and a
director of the Company since its inception. From January 1981 to August 1989,
Ms. Wilf served as the Controller and Chief Financial Officer of Parker
Electronics.
William L. Sammons has been a director of the Company since
October 1993. From 1981 to 1985, Mr. Sammons was President of the North American
Operations of Carrier Corporation until he retired.
Arthur G. Yeager has been a director of the Company since
December 1995. Mr. Yeager has been a sole practitioner of law specializing in
patent, trademark and copyright laws since 1960. He has an office located in
Jacksonville, Florida. Mr. Yeager provides legal services to the Company as
its patent and trademark attorney.
Messrs. Jeffrey and Todd Parker and Ms. Stacie Wilf are
brothers and sister.
Board Meetings and Committees
During the fiscal year ended December 31, 1995, the Board of
Directors met six times, and with the exception of William L. Sammons and Stacie
Wilf, who each missed one meeting, all directors attended each of the meetings.
The Board of Directors has two committees, the Audit Committee and the
Compensation Committee, the members of which are Arthur G. Yeager and William
Sammons, and Arthur G. Yeager, William Sammons and Todd Parker, respectively.
All the meetings of each committee were attended by all members of the
committee.
Executive Compensation
The following tables summarize the cash compensation paid by
the Company to each of the executive officers (including the Chief Executive
Officer) who were serving as executive officers at the end of the fiscal year
ended December 31, 1995, for services rendered in all capacities to the Company
and its subsidiaries during the fiscal years ended December 31, 1995, 1994 and
1993, options granted to such executive officers during the fiscal year ended
December 31, 1995, and the value of all options granted to such executive
officers at the end of the fiscal year ended December 31, 1995.
===============================================================================
SUMMARY COMPENSATION TABLE
- -------------------------------------------------------------------------------
Name and Fiscal Year Long Term Compensation
Principal Ended ----------------------
Position 12/31 Annual Compensation Options/SARs (#)
- -------------------------------------------------------------------------------
Jeffrey Parker(1) 1995 148,000 20,000
Chairman, CEO 1994 135,500 0
and President 1993 187,500 50,000
- -------------------------------------------------------------------------------
Todd Parker(2) 1995 145,000 20,000
Vice President 1994 145,000 --
1993 147,500 --
===============================================================================
(1) On June 30, 1993, Jeffrey Parker agreed to waive his right to receive
accrued and unpaid salary aggregating $700,000 which represents all amounts
accrued from the Company's inception (August 22, 1989) through June 30,
1993. In addition, for the years ended December 31, 1995 and 1994, Jeffrey
Parker voluntarily reduced his base compensation from $175,000 to $148,000
and $135,500, respectively.
(2) On June 30, 1993, Todd Parker agreed to waive his right to receive accrued
and unpaid salary aggregating $75,000 which represents amounts accrued from
January 1, 1993 through June 30, 1993.
4
The Company cannot determine, without unreasonable effort or expense, the
specific amount of certain personal benefits afforded to its employees, or the
extent to which benefits are personal rather than business. The Company has
concluded that the aggregate amounts of such personal benefits which cannot be
specifically or precisely ascertained do not in any event exceed, as to each
individual named in the preceding table, the lesser of $50,000 or 10% of the
compensation reported in the preceding table for such individual, or, in the
case of a group, the lesser of 50,000 for each individual in the group, or 10%
of the compensation reported in the preceding table for the group, and that such
information set forth in the preceding table is not rendered materially
misleading by virtue of the omission of the value of such personal benefits.
===============================================================================
OPTION/SAR GRANTS IN LAST FISCAL YEAR
- -------------------------------------------------------------------------------
Number of % of Total
Securities Options/SARs Exercise
Underlying Granted to or Base
Options/SARs Employees in Price Expiration
Name Granted Fiscal Year ($/share) Date
- -------------------------------------------------------------------------------
Jeffrey Parker 20,000 19.3% $7.875 12/29/05
- -------------------------------------------------------------------------------
Todd Parker 20,000 19.3% $7.875 12/29/05
===============================================================================
===============================================================================
AGGREGATE FISCAL YEAR-END OPTION/SAR VALUES
- -------------------------------------------------------------------------------
Number of Unexercised Value of Unexercised
Options/SARs at In-the-Money Options/SARs at
Fiscal Year End (#) Fiscal Year End
--------------------------- -----------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- -------------------------------------------------------------------------------
Jeffrey Parker 70,000 0 $143,750 $0
- -------------------------------------------------------------------------------
Todd Parker 20,000 0 0 0
===============================================================================
Employment Agreements
The Company has entered into employment agreements with each
of Jeffrey Parker and Todd Parker effective July 1, 1993 and expiring on
December 31, 1996. The employment agreements provide for an annual base
compensation of $175,000 and $145,000 for Jeffrey Parker and Todd Parker,
respectively, and annual bonuses at the discretion of the Board of Directors. To
the extent the Company provides any benefit and other plans to employees
generally, the executives may participate in such plans. The agreements may be
terminated (other than for cause) by the Company upon not less than 12 months
prior notice, in which event the executive will receive all the base
compensation under the employment agreement through the full term of the
agreement. The executives have agreed to assign to the Company all inventions
they may discover and not to compete or engage in a business competitive with
the current or anticipated business of the Company during the term of the
employment agreement and for a period of two years thereafter.
Compensation of Outside Directors
Directors who are not employees of the Company receive a fee
of $1,000 and reimbursement of their reasonable expenses for each meeting
attended.
5
1993 Stock Option Plan
In September 1993, the Board of Directors approved the
Company's 1993 Stock Plan (the "Stock Plan") pursuant to which an aggregate of
500,000 shares of Common Stock have been reserved for issuance in connection
with the benefits available for grant. The benefits may be granted in any one or
in combination of the following: (i) incentive stock options, (ii) non-qualified
stock options, (iii) stock appreciation rights, (iv) restricted stock awards,
(v) stock bonuses, (vi) other forms of stock benefit, or (vii) cash. Incentive
stock options may only be granted to employees of the Company. Other benefits
may be granted to consultants, directors (whether or not any such director is an
employee), employees and officers of the Company.
To date, 220,000 non-qualified stock options have been granted
under the Stock Plan to directors of the Company. Non-qualified stock options
were granted on November 18, 1993 to William L. Sammons, director of the
Company, and Steven Bloch, former director of the Company, each to purchase
10,000 shares of Common Stock at an exercise price of $5.00 per share. In
addition, non-qualified stock options were granted on December 29, 1995 to
William L. Sammons, Steven Bloch, Jeffrey Parker, Todd Parker and Stacie Wilf to
purchase an aggregate of 100,000 shares of Common Stock at an exercise price of
$7.875 per share. On June 19, 1996, non-qualified stock options were granted to
Jeffrey Parker to purchase 100,000 shares of Common Stock at an exercise price
of $13.875 per share. All non-qualified stock options granted to date expire ten
years from the date of grant.
To date, 85,275 incentive stock options have been granted
under the Stock Plan to employees of the Company. On December 23, 1994,
incentive stock options were granted to three employees to purchase an aggregate
of 7,500 shares of Common Stock at an exercise price of $3.25 per share. In
addition, incentive stock options were granted on December 20, 1995 to several
employees to purchase an aggregate of 43,500 shares of Common Stock at an
exercise price of $6.625 per share. Of the options granted on December 20, 1995,
options representing 15,500 shares are exercisable immediately, and options for
the remaining 28,000 shares vest ratably over a five year period. In addition,
incentive stock options were granted on April 1, 1996 to several employees to
purchase an aggregate of 21,775 shares of Common Stock at an exercise price of
$10.50 per share. Of the options granted on April 1, 1996, options representing
13,775 shares are exercisable immediately, and options for the remaining 8,000
shares vest ratably over a five-year period. On June 19, 1996, incentive stock
options were granted to an officer of the Company to purchase 12,500 shares of
Common Stock at an exercise price of $13.875 per share. These options vest
ratably over a five-year period. All incentive stock options granted to date
expire five years from the date they first become exercisable. To date, two
holders of incentive stock options have exercised them and purchased an
aggregate of 5,000 shares of Common Stock.
Non-Plan Options
In February 1993, the Company granted options to purchase an
aggregate of 189,746 shares of Common Stock to 22 employees and a former
director of the Company. The options are fully vested and may be exercised at a
price of $1.36 per share until February 1998. In addition, in October 1993, the
Company granted options to purchase an aggregate of 50,000 shares of Common
Stock to Jeffrey Parker. The options are fully vested and may be exercised until
October 2003 at a price of $5.00 per share. None of these options were issued
under the Stock Plan. To date, 14 holders of these options have exercised them
and purchased an aggregate of 93,329 shares of Common Stock.
Certain Relationships and Related Transactions
The Company leases its executive offices pursuant to a lease
agreement dated March 1, 1992 with Jeffrey Parker and Barbara Parker. For the
fiscal year ended December 31, 1995, the Company incurred $215,551 in rental
expense under the lease. On December 29, 1995, the Company renegotiated its base
monthly lease payment with Jeffrey and Barbara Parker and amended its lease
agreement to provide for a base monthly lease payment of $16,867, reduced from
$20,240. This amendment was made retroactive to January 1, 1995. On January 2,
1996, the Company renegotiated its base monthly lease payment with Jeffrey and
Barbara Parker and amended its lease agreement to provide for a base monthly
lease payment of $8,333 reduced from $16,867. The Company believes that the
terms of the lease are no less favorable than could have been obtained from an
unaffiliated third party.
6
The Company had a ten-year variable rate subordinated
debenture for $2,772,111, payable to Barbara Parker with interest payments due
quarterly through June 30, 1996, followed by quarterly payments of principal and
interest through June 30, 2003. On December 29, 1995, the Company renegotiated
the variable interest rate with Barbara Parker and amended the subordinated
debenture to adjust the interest rate from prime plus 2.5% to prime. This
amendment was retroactive to January 1, 1995. For the year ended December 31,
1995, the Company paid interest totaling $228,699 to Barbara Parker. On April
12, 1996, Barbara Parker converted the entire principal amount due under the
subordinated debenture into 277,211 shares of Common Stock and the subordinated
debenture was canceled. Interest of $71,483 was paid by the Company to Barbara
Parker during the period January 1, 1996 to April 12, 1996.
The Company had a ten-year variable rate subordinated
debenture for $252,144 payable to Jeffrey Parker with interest payments due
quarterly through June 30, 1996, followed by quarterly payments of principal and
interest through June 30, 2003. The Company had a second ten-year variable rate
subordinated debenture for $220,000 payable to Jeffrey Parker with interest
payments due quarterly through December 31, 1996, followed by quarterly payments
of principal and interest through December 31, 2003. On December 29, 1995, the
Company renegotiated the variable interest rate with Jeffrey Parker and amended
the subordinated debentures to adjust the interest rate from prime plus 2.5% to
prime. This amendment was retroactive to January 1, 1995. For the year ended
December 31, 1995, the Company paid interest totaling $38,952 to Jeffrey Parker.
On April 12, 1996, Jeffrey Parker converted the entire principal amount due
under the two subordinated debentures into 47,214 shares of Common Stock and the
subordinated debentures were canceled. Interest of $12,179 was paid by the
Company to Jeffrey Parker during the period January 1, 1996 to April 12, 1996.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's officers, directors and persons who beneficially
own more than ten percent of a registered class of the Company's equity
securities ("ten percent shareholders") to file reports of ownership and changes
in ownership with the Securities and Exchange Commission ("SEC") and the
National Association of Securities Dealers, Inc. Officers, directors and ten
percent shareholders are charged by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file. Based solely upon its review of the
copies of such forms received by it, or written representations from certain
reporting persons that no Forms 5 were required for those persons, the Company
believes that, during the fiscal year ended December 31, 1995, all filing
requirements applicable to its executive officers, directors, and ten percent
stockholders were fulfilled.
APPROVAL OF AMENDMENT
TO
1993 STOCK PLAN
The Plan currently provides for the grant of up to 500,000 shares of
Common Stock upon the grant of various awards pursuant thereto. Currently
305,275 shares of Common Stock have been issued or allocated to various awards,
leaving 194,725 shares of Common Stock available for future awards. Management
has determined that the remaining number of shares are insufficient to
adequately provide for future awards to employees and other eligible persons
under the Plan. Consequently, the Board of Directors has approved an amendment
to the Plan to increase from 500,000 to 1,500,000 the number of shares of Common
Stock subject to the Plan.
Although the Company believes that all material provisions of the Plan
have been set forth in this Proxy Statement, this summary does not discuss all
the elements of the Plan and is qualified in its entirety by reference to the
text of the Plan, a copy of which is attached to this Proxy Statement as
Appendix I and is incorporated herein by reference.
The Board of Directors recommends approval of the amendment to the
Plan.
7
Summary of the 1993 Stock Plan
Administration
The Plan is administered by the Board or, at its discretion, by a
committee (the "Committee") appointed by the Board, whose members serve at the
pleasure of the Board. (If no Committee is so designated, then all references
herein to "Committee" shall mean the Board.) The Committee has full authority,
subject to the provisions of the Plan, to award (i) stock options, including
both incentive stock options and non-qualified options, (ii) replacement stock
options, (iii) restricted stock, (iv) stock appreciation rights, (v) bargain
purchases of Common Stock, and (vi) other stock based awards (collectively,
"Awards"). The Committee determines, among other things, the persons to whom
Awards may be granted ("Participants"), the specific type of Awards to be
granted, the number of shares of Common Stock subject to each Award, the
acquisition price of Common Stock subject to an Award, any restrictions or
limitations on such Awards, and any vesting, exchange, deferral, surrender,
cancellation, acceleration, termination, exercise or forfeiture provisions
related to such Awards. The interpretation and construction by the Committee of
any provisions of, and the determination of any questions arising under, the
Plan or any rule or regulation established by the Committee pursuant to the
Plan, shall be final, conclusive and binding on all persons interested in the
Plan.
Members of the Board generally are elected annually by the shareholders
of the Company and may be removed as provided in the Business Corporation Act of
the State of Florida and the Company's Articles of Incorporation.
Shares Subject to the Plan
The Plan, as amended, authorizes the granting of up to an aggregate of
1,500,000 shares of the Company's Common Stock to be acquired by Participants.
In order to prevent the dilution or enlargement of the rights of Participants
under the Plan, the number of shares of Common Stock authorized by the Plan is
subject to adjustment by the Board in the event of any increase or decrease in
the number of shares of outstanding Common Stock resulting from a stock
dividend, stock split, reverse stock split, merger, reorganization,
consolidation, recapitalization or other change in corporate structure affecting
the Company's Common Stock. The shares of Common Stock that may be acquired
pursuant to Awards will be made available, in whole or in part, from authorized
and unissued shares of Common Stock or treasury shares (i.e, shares of Common
Stock purchased or acquired by the Company). If any Award granted under the Plan
is forfeited or terminated, the shares of Common Stock that were available
pursuant to such Award shall again be available for distribution in connection
with Awards subsequently granted under the Plan.
Eligibility
Subject to the provisions of the Plan, Awards may be granted to
employees, officers, directors and consultants of the Company. Awards that are
incentive options may be granted only to persons who, at the time of such grant,
are employees of the Company and persons who before the grant or as a result of
the grant, are not beneficial owners of 10% or more of the combined voting power
of all classes of securities of the Company.
Types of Awards
Options
The Plan provides both for "incentive" stock options ("Incentive
Options") as defined in Section 422A of the Internal Revenue Code of 1986, as
amended (the "Code"), and for options not qualifying as Incentive Options
("Nonqualified Options"). The Committee will determine the number of shares of
Common Stock and the exercise price per share of Common Stock purchasable under
an Incentive or Non-qualified Option (collectively "Options"). The exercise
price of Incentive Options granted under the Plan may not be less than 100% of
the fair market value of a share of Common Stock on the date of grant. Until
January 1, 1997, the exercise price of Non-qualified Options granted under the
Plan may not be less than 100% of the fair market value of a share of Common
Stock on the date of grant; after January 1, 1997, Non-qualified options may be
granted at any price determined by the Committee, provided it is not less than
the par value of a share of Common Stock.
8
The Committee determines when Options are to be granted and when they
may be exercised. Subject to any limitations or conditions the Committee may
impose, Options may be exercised, in whole or in part, at any time during the
term of the Option by giving written notice of exercise to the Company
specifying the number of shares of Common Stock to be purchased. Such notice
must be accompanied by payment in full of the purchase price.
Incentive Options granted under the Plan are exercisable only by the
Participant during his or her employment with the Company. If permitted under
the terms of grant, Incentive Options may be exercised up to three months after
termination of the Participant's employment with the Company and still afforded
the tax treatment applicable to Incentive Options. If the termination is due to
death or disability, an Incentive Option may be exercised by the executor or
administrator of the Participant or the guardian of the Participant and still
afforded the tax treatment applicable to Incentive Options. Incentive Options
granted under the Plan may not be transferred other than by will or by the laws
of descent and distribution.
Generally, all Options granted under the Plan will be exercisable by
employee Participants during their period of employment with the Company.
Subject to determination of the Committee, the period of exercise generally will
be extended where the Participant's employment is terminated due to disability
or death. If the Participant's employment is terminated without cause or due to
normal retirement, subject to determination of the Committee the Option
generally will be exercisable in full for the lesser of one year after
termination or retirement or the balance of the term of the option. In the event
of any other termination of employment of the Participant, any outstanding
Option will terminate immediately. Options are exercisable only if the shares of
Common Stock to be purchased have been registered under the Securities Act of
1933 and applicable state securities laws or, if in the opinion of counsel to
the Company, the shares of Common Stock are exempt from registration.
Replacement Options
The Committee may grant a replacement option ("Replacement Option") to
any Participant who exercises all or part of an Option granted under the Plan
using Common Stock as payment for the purchase price. A Replacement Option shall
grant to the Participant the right to purchase, at the fair market value as of
the date of said exercise and grant, the number of shares of Common Stock equal
to the sum of the number of whole shares of Common Stock
used by the Participant in payment of the purchase price for the Option which
was exercised, and used by the Participant in connection with applicable
withholding taxes on such transaction. A Replacement Option may not be exercised
for six months following the date of grant, and shall expire on the same date as
the Option which it replaces.
Restricted Stock
The Committee may award shares of restricted stock ("Restricted
Stock"). Shares of Restricted Stock may be awarded either alone or in addition
to other Awards granted under the Plan. The Committee determines the persons to
whom grants of Restricted Stock are made, the number of shares to be awarded,
the price (if any) to be paid for the Restricted Stock by the person receiving
such stock from the Company, the time or times within which awards of Restricted
Stock may be subject to forfeiture (the "Restriction Period"), the vesting
schedule and rights to acceleration thereof, and all other terms and conditions
of the awards.
The Committee may condition the award of Restricted Stock upon the
attainment of specified performance goals or such other factors or criteria as
the Committee may determine.
Restricted Stock awarded under the Plan may not be sold, exchanged,
assigned, transferred, pledged, encumbered or otherwise disposed of other than
to the Company during the applicable Restriction Period. Except for the
foregoing restrictions, the Participant shall, even during the Restriction
Period, have all of the rights of a stockholder, including the right to receive
all dividends declared on, and the right to vote, such shares.
In order to enforce the foregoing restrictions, the Plan requires that
all shares of Restricted Stock awarded to the Participant remain in the physical
custody of the Company until the restrictions on such shares have terminated.
9
Stock Appreciation Rights
The Committee may grant Stock Appreciate Rights ("SARs" or singularly
"SAR") in conjunction with all or part of any Award granted under the Plan, or
may grant SARs on a free-standing basis. In conjunction with Nonqualified
Options, SARs may be granted either at or after the time of the grant of such
Non-qualified Options. In conjunction with Incentive Options, SARs may be
granted only at the time of the grant of such Incentive Options. An SAR entitles
the Participant to surrender to the Company all or a portion of an Option in
exchange for an amount (payable in cash and/or Common Stock as determined by the
Committee) equal to the difference between the fair market value of one share of
Common Stock over the exercise price per share (as specified by the related
Option) multiplied by the number of shares subject to the SAR. The agreement
governing the SAR may limit the maximum amount of appreciation taken into
account under an SAR. An SAR may be restricted to being exercisable only to the
extent that a related Award is exercisable and only upon surrender of a related
Award. In the event of the exercise of an SAR, the exercise of which is
conditioned upon surrender of a related Award, the number of shares of Common
Stock that may be issued under the Plan shall be reduced by the number of shares
of Common Stock covered by the Award or portion thereof surrendered.
Other Stock Based Awards
The Committee may grant any other cash, stock or stock related awards
to a Participant under the Plan that the Committee deems appropriate, including
but not limited to, the bargain purchase of Common Stock and stock bonuses. Any
such Awards and agreements need not be identical. With respect to any Awards
under which Common Stock are or may in the future be issued (other than Common
Stock issued from the Company's treasury) for consideration other than prior
services, the amount of such consideration shall be equal to the amount (such as
the par value of such Common Stock) required to be received by the Company in
order to comply with applicable state law.
Shares of stock subject to stock based awards may not be sold,
assigned, transferred, pledged or otherwise encumbered, prior to the date the
shares are issued.
Payment Terms
The purchase price of Common Stock subject to an Award shall be paid in
cash. The Committee, in its discretion, may provide that any Award by its terms
may permit a Participant to elect alternative settlement methods from the
following: cash equal to the excess of the value of one share of Common Stock
over the Award or purchase price times the number of shares of Common Stock as
to which the Award is exercised; the number of full shares of Common Stock
having an aggregate value not greater than the cash amount calculated under
alternative (a); or any combination of cash and stock having an aggregate value
not greater than the cash amount calculated under alterative (a).
Withholding Taxes
Upon the exercise of any Award granted under the Plan, the Participant
may be required to remit to the Company an amount sufficient to satisfy all
federal, state and local withholding tax requirements prior to delivery of any
certificate or certificates for shares of Common Stock. Subject to certain
stringent limitations under the Plan and at the discretion of the Company, the
Participant may satisfy these requirements by electing to have the Company
withhold a portion of the shares to be received upon the exercise of the Award
or tender other shares of Common Stock having a value equal to the amount of the
withholding tax due under applicable federal, state and local laws.
Other Terms and Conditions
Agreements
Awards granted under the Plan will be evidenced by written agreements
consistent with the Plan in such form as the Committee may prescribe. Neither
the Plan nor agreements thereunder confer any right to continued employment or
rights as a shareholder of the Company upon any Participant.
10
Term; Amendments to and Termination of the Plan
The Plan was adopted by the Board and approved by the Stockholders on
September 10, 1993 ("Effective Date"). The amendment to increase the number of
shares under the Plan was adopted by the Board of Directors on September 19,
1996.
Unless terminated by the Board, the Plan shall continue to remain
effective until such time as no further Awards may be granted and all Awards
granted under the Plan are no longer outstanding. Notwithstanding the foregoing,
grants of Incentive Options may only be made during the ten-year period
following the Effective Date.
The Board may at any time, and from time to time, amend, alter, suspend
or discontinue any of the provisions of the Plan, but no amendment, alteration,
suspension or discontinuance shall be made which would impair the rights of a
Participant under any Award theretofore issued under the Plan, without his or
her consent.
Federal Income Tax Consequences
The following discussion of the federal income tax consequences of
participation in the Plan is only a summary of the general rules applicable to
the grant and exercise of stock options and does not purport to give specific
details on every variable and does not cover, among other things, state, local
and foreign tax treatment of participation in the Plan. The information is based
on present law and regulations, which are subject to being changed prospectively
or retroactively.
Incentive Options
The Participant will recognize no taxable income and the Company will
not qualify for any deduction upon the grant or exercise of an Incentive Option.
Upon a disposition of the shares underlying the option after the later of two
years from the date of grant or one year after the issuance of the shares to the
Participant, the Participant will recognize the difference, if any, between the
amount realized and the exercise price as long-term capital gain or long-term
capital loss (as the case may be) if the shares are capital assets. The excess,
if any, of the fair market value of the shares on the date of exercise of an
Incentive Option over the exercise price will be treated as an item of
adjustment in computing the alternative minimum tax for a Participant's taxable
year in which the exercise occurs and may result in an alternative minimum tax
liability for the Participant. If the Common Stock acquired upon the exercise of
an Incentive Option are disposed of before expiration of the necessary holding
period of two years from the date of the grant of the Option and one year after
the exercise of the Option, (i) the Participant will recognize ordinary
compensation income in the taxable year of disposition in an amount equal to the
excess, if any, of the lesser of the fair market value of the shares on the date
of exercise or the amount realized on the disposition of the shares, over the
exercise price paid for such shares; and (ii) the Company will qualify for a
deduction equal to any such amount recognized, subject to the limitation that
the compensation be reasonable. The Participant will recognize the excess, if
any, of the amount realized over the fair market value of the shares on the date
of exercise, if the shares are capital assets, as short-term or long-term
capital gain, depending on the length of time that the Participant held the
shares, and the Company will not qualify for a deduction with respect to such
excess. In the case of a disposition of shares in the same taxable year as the
exercise of the Option, where the amount realized on the disposition is less
than the fair market value of the shares on the date of exercise, there will be
no adjustment since the amount treated as an item of adjustment, for alternative
minimum tax purposes, is limited to the excess of the amount realized on such
disposition over the exercise price, which is the same amount included in
regular taxable income.
Non-qualified Options
With respect to Non-qualified Options (i) upon grant of the Option, the
Participant will recognize no income; (ii) upon exercise of the Option (if the
Common Stock are not subject to a substantial risk of forfeiture), the
Participant will recognize ordinary compensation income in an amount equal to
the excess, if any, of the fair market value of the shares on the date of
exercise over the exercise price, and the Company will qualify for a deduction
in the same amount, subject to the requirement that the compensation be
reasonable; and (iii) the Company will be required to comply with applicable
Federal income tax withholding requirements with respect to the amount of
ordinary compensation income recognized by the Participant. On a disposition of
the shares, the Participant will recognize gain or loss equal to the difference
11
between the amount realized and the sum of the exercise price and the ordinary
compensation income recognized. Such gain or loss will be treated as capital
gain or loss if the shares are capital assets and as short-term or long-term
capital gain or loss, depending upon the length of time that the Participant
held the shares.
If the shares acquired upon exercise of a Non-qualified Option are
subject to a substantial risk of forfeiture, the Participant will recognize
income at the time when the substantial risk of forfeiture is removed and the
Company will qualify for a corresponding deduction at such time.
Stock Appreciation Rights
A Participant who receives an SAR will recognize no income on the grant
of such SAR but he or she will recognize ordinary compensation income equal to
the cash received, and the Company will qualify for a deduction of equal amount
subject to the reasonableness of compensation limitation.
Restricted Stock
A Holder who receives Restricted Stock will recognize no income on the
grant of the Restricted Stock and the Company will not qualify for any
deduction. At the time the Restricted Stock is no longer subject to a
substantial risk of forfeiture, a Holder will recognize ordinary compensation
income in an amount equal to the excess, if any, of the fair market value of the
Restricted Stock at the time the restriction lapses over the consideration paid
for the Restricted Stock. A Holder's shares are treated as being subject to a
substantial risk of forfeiture so long as his or her sale of the shares at a
profit could subject him or her to a suit under Section 16(b) of the Exchange
Act. The holding period to determine whether the Holder has long-term or
short-term capital gain or loss begins when the Restriction Period expires, and
the tax basis for the shares will generally be the fair market value of the
shares on such date.
A Holder may elect, under Section 83(b) of the Code, within 30 days of
the transfer of the Restricted Stock, to recognize ordinary compensation income
on the date of transfer in an amount equal to the excess, if any, of the fair
market value on the date of such transfer of the shares of Restricted Stock
(determined without regard to the restrictions) over the consideration paid for
the Restricted Stock. If a Holder makes such election and thereafter forfeits
the shares, no ordinary loss deduction will be allowed. Such forfeiture will be
treated as a sale or exchange upon which there is realized loss equal to the
excess, if any, of the consideration paid for the shares over the amount
realized on such forfeiture. Such loss will be a capital loss if the shares are
capital assets. If a Holder makes an election under Section 83(b), the holding
period will commence on the day after the date of transfer and the tax basis
will equal the fair market value of shares (determined without regard to the
restrictions) on the date of transfer.
On a disposition of the shares, a Holder will recognize gain or loss
equal to the difference between the amount realized and the tax basis for the
shares.
Whether or not the Holder makes an election under Section 83(b), the
Company generally will qualify for a deduction (subject to the reasonableness of
compensation limitation) equal to the amount that is taxable as ordinary income
to the Holder, in its taxable year in which such income is included in the
Holder's gross income. The income recognized by the Holder will be subject to
applicable withholding tax requirements.
Dividends paid on Restricted Stock which is subject to a substantial
risk of forfeiture generally will be treated as compensation that is taxable as
ordinary compensation income to the Holder and will be deductible by the Company
subject to the reasonableness limitation. If, however, the Holder makes a
Section 83(b) election, the dividends will be treated as dividends and taxable
as ordinary income to the Holder, but will not be deductible by the Company.
Deferred Stock
A Holder who receives an award of Deferred Stock will recognize no
income on the grant of such award. However, he or she will recognize ordinary
compensation income on the transfer of the Deferred Stock (or the later lapse of
a substantial risk of forfeiture to which the Deferred Stock is subject, if the
Holder does not make a Section 83(b) election), in accordance with the same
rules as discussed above under the caption "Restricted Stock."
12
INDEPENDENT ACCOUNTANTS
The Company has selected Arthur Andersen LLP as its
independent accountants for the year ending December 31, 1996. A representative
of Arthur Andersen LLP is expected to be present at the meeting with an
opportunity to make a statement if he desires to do so and is expected to be
available to respond to appropriate questions.
SOLICITATION OF PROXIES
The cost of proxy solicitations will be borne by the Company.
In addition to solicitations of proxies by use of the mails, some officers or
employees of the Company, without additional remuneration, may solicit proxies
personally or by telephone. The Company may also request brokers, dealers, banks
and their nominees to solicit proxies from their clients where appropriate, and
may reimburse them for reasonable expenses related thereto.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the
annual meeting to be held in 1997 must be received at the Company's offices by
February 14, 1997 for inclusion in the proxy materials relating to that meeting.
OTHER BUSINESS
Action may be taken on the business to be transacted at the
meeting on the date provided in the Notice of the Annual Meeting or any date or
dates to which an original or later adjournment of such meeting may be
adjourned. As of the date of this Proxy Statement, the management does not know
of any other matters to be presented at the meeting. If, however, other matters
properly come before the meeting, whether on the original date provided in the
Notice of Annual Meeting or any dates to which any original or later adjournment
of such meeting may be adjourned, it is intended that the holders of the proxy
will vote in accordance with their best judgment.
By Order of the Board of Directors
Stacie Wilf
Secretary
Jacksonville, Florida
October 1, 1996
13
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APPENDIX I
Adopted: September 10, 1993
Amended: September 19, 1996
PARKERVISION, INC.
1993 STOCK PLAN
Article I
Name And Purpose
1.1 Name. The name of the plan shall be the ParkerVision, Inc. 1993
Stock Plan ("Plan").
1.2 Purpose. The purpose of the Plan is to enable Employees and Outside
Consultants to share in the growth and prosperity of the Company by encouraging
stock ownership by Employees and Outside Consultants and to assist the Company
to obtain and retain skilled personnel and consultants. Incentive Stock Options,
Nonqualified Stock Options, Restricted Shares, bargain stock, Stock Appreciation
Rights, bonuses of Company Stock, and other types of stock awards and cash may
be granted under this Plan.
Article II
Definitions
2.1 "Board" shall mean the Board of Directors of the Company.
2.2 "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.3 "Committee" shall mean a committee comprised of two or more
Directors appointed by the Board.
2.4 "Company" shall mean ParkerVision, Inc., a Delaware corporation.
2.5 "Company Stock" shall mean shares of common stock issued by the
Company.
2.6 "Director" shall mean any person who is a member of the Board.
2.7 "Employee" shall mean any person employed on a full time basis by
the Company.
2.8 "Incentive Stock Option" shall mean any option granted to a
Participant under the Plan, which the Board intends at the time it is granted to
be an incentive stock option within the meaning of Section 422 of the Code.
2.9 "NonQualified Stock Option" shall mean any stock option granted
under the Plan which is not an Incentive Stock Option.
2.10 "Optionee" shall mean any Employee or Outside Consultant who is
granted options under the Plan.
2.11 "Outside Consultant" shall mean a Director or any other individual
who is not an Employee but provides services to the Company.
2.12 "Participant" shall mean any Employee or Outside Consultant who
meets the requirements for participation in the Plan as described in Article
III.
2.13 "Qualifying Stock" shall mean Company Stock which has been owned
by the Employee or the Outside Consultant for at least six (6) months prior to
the date of exercise of an option granted pursuant to this Plan and has not been
used in a stock-for-stock swap transaction within the preceding six months.
Article III
Eligibility And Participation
3.1 Eligibility. Every Employee and Outside Consultant shall be
eligible to become a Participant in the Plan.
3.2 Participation. The Employees and Outside Consultants who shall
participate in the Plan and thereby be eligible to receive awards shall be such
Employees and Outside Consultants as the Board shall select from time to time in
its sole discretion. The Board shall determine the number of and the combination
of stock options, Restricted Shares, Stock Appreciation Rights and other stock
awards and Benefits granted to Employees and Outside Consultants.
Article IV
Type Of Benefits
Benefits under the Plan ("Benefits") may be granted in any one or any
combination of: (i) Incentive Stock Options, (ii) Nonqualified Stock Options,
(iii) Stock Appreciation Rights, (iv) Restricted Shares awards, (v) bargain
purchase of Company Stock, (vi) bonuses of Company Stock, (vii) any other form
of stock benefit, or (viii) cash. However, Incentive Stock Options may only be
granted to Employees. Without limiting the Board's authority, the Board may: (a)
make the grant of Benefits conditional upon an election by a Participant to
defer payment of a portion of his or her salary, (b) give a Participant a choice
between two Benefits or combination of Benefits, (c) award Benefits in the
alternative so that acceptance or exercise of one Benefit by a Participant
cancels the right of such Participant to another, (d) award Benefits in any
combination or combinations and subject to any condition or conditions
consistent with the terms of the Plan that the Board in its sole direction may
determine, and (e) provide any vesting schedule (including immediate vesting) as
the Board deems appropriate.
Article V
Shares Subject To Plan
The total number of shares for which options and other Company Stock
awards may be granted under this Plan shall not exceed in the aggregate
1,500,000 shares of Company Stock. This number shall be appropriately adjusted
if the number of issued shares of Company Stock shall be increased or reduced by
change in par value, combination, split up, reclassification, distribution of a
dividend payable in stock, or the like. The shares issued under the Plan may be
authorized and unissued shares or treasury shares. In the event that any
outstanding option or other Benefit (except Restricted Shares) issued pursuant
to the Plan shall expire or terminate, the shares allocable to the unexercised
or forfeited portion of such Benefit may again be subject to an award under the
Plan.
Article VI
Options
The Board from time to time may grant Incentive Stock Options and
Nonqualified Stock Options, provided however, that only Employees shall be
entitled to receive Incentive Stock Options. Each option agreement between the
Company and a Participant shall be in such form and shall contain such
provisions as the Board from time to time shall deem appropriate. Option
agreements need not be identical. The option agreements shall specify whether or
not an option is an Incentive Stock Option. The terms of Incentive Stock Options
granted shall include the following:
(a) The option price shall be fixed by the Board in good
faith, but in no event be less than 100% of the fair market value of the shares
subject to the option on the date the option is granted.
(b) The Board shall fix the term or duration of all Incentive
Stock Options issued under this Plan provided that such term shall not exceed
ten years after the date on which the option was granted. The Board shall also
set the date or dates on, or after which, each option may be exercised.
(c) The aggregate fair market value, determined as of the time
the Incentive Stock Option is granted, of the stock which may become exercisable
for the first time by any Employee during any calendar year shall not exceed
$100,000.
2
(d) Each Incentive Stock Option agreement (and amendments)
shall contain such terms and provisions, consistent with the requirements of
this Plan, as the Board in its discretion shall determine, including without
limitation, such terms and provisions as shall be requisite to cause the options
to qualify as Incentive Stock Options.
Notwithstanding any other provisions of the Plan, no Incentive Stock
Option shall be granted to an Employee who, at the time the option is granted,
owns stock representing more than ten percent of the total combined voting power
of all classes of stock of the Company. This stock ownership limitation will not
apply if the option price is at least 110 percent of the fair market value (at
the time the option is granted) of the stock subject to the option, and the
option by its terms is not exercisable more than five years from the date it is
granted. Prior to January 1, 1997, Nonqualified Stock Options shall not be
granted at an exercise price less than the fair market value of the Company
Stock on the date of the grant; on or after January 1, 1997, Nonqualified Stock
Options may be granted at an exercise price determined by the Board, but not
less than the par value of the Company Stock. Options and similar Benefits
(including Stock Appreciation Rights) shall not be transferrable otherwise than
by will or the laws of descent and distribution, and during the Participant's
lifetime such a Benefit shall be exercisable only by the Participant. The Board
may grant a replacement option ("Replacement Option") to any Participant who
exercises all or part of an option granted under this Plan using Qualifying
Stock as payment for the purchase price. A Replacement Option shall grant to the
Participant the right to purchase, at the fair market value as of the date of
said exercise and grant, the number of shares of stock equal to the sum of the
number of whole shares (i) used by the Participant in payment of the purchase
price for the option which was exercised, and (ii) used by the Participant in
connection with applicable withholding taxes on such transaction. A Replacement
Option may not be exercised for six months following the date of grant, and
shall expire on the same date as the option which it replaces.
Article VII
Restricted Shares
The Board from time to time may award restricted shares ("Restricted
Shares") to any Participant in the Plan. Each Participant who is awarded
Restricted Shares shall enter into an agreement with the Company in a form
specified by the Board agreeing to the terms and conditions of the award and
such other matters consistent with the Plan as the Board in its sole discretion
shall determine. Restricted Shares awarded to Participants may not be sold,
transferred, pledged or otherwise encumbered during the restricted period
commencing on the date of the award and ending at such later date as the Board
may designate at the time of the award. The Participant shall have the entire
beneficial ownership and all rights and privileges of a shareholder with respect
to Restricted Shares awarded to him, including the right to receive dividends
and the right to vote such Restricted Shares. The Board may provide any other
terms or conditions with regard to Restricted Shares that it deems appropriate.
Restricted Shares and agreements related thereto need not be identical.
Article VIII
Stock Appreciation Rights
The Board from time to time may grant stock appreciation rights ("Stock
Appreciation Rights") to any Participant in the Plan. A Stock Appreciation Right
shall be evidenced by a Stock Appreciation Right agreement between the Company
and the Participant which shall contain such terms and conditions consistent
with the Plan as the Board from time to time shall deem appropriate. A Stock
Appreciation Right may be satisfied by the Company in cash or in shares of
Company Stock, as determined by the Board. The agreement may limit the maximum
amount of appreciation taken into account under a Stock Appreciation Right. A
Stock Appreciation Right may be granted in conjunction with an Incentive Stock
Option, a Nonqualified Stock Option, Restricted Shares, or any other award
hereunder. At the discretion of the Board, a Stock Appreciation Right may be
exercisable only to the extent that a related award is exercisable and only upon
surrender of a related award. In the event of the exercise of a Stock
Appreciation Right, the exercise of which is conditioned upon surrender of a
related award, the number of shares that may be issued under this Plan shall be
reduced by the number of shares covered by the award or portion thereof
surrendered. The Board may provide any other terms or conditions with regard to
Stock Appreciation Rights that it deems appropriate. Stock Appreciation Rights
and agreements related thereto need not be identical.
3
Article IX
Other Awards
The Board may grant any other cash, stock or stock related awards to a
Participant under this Plan that the Board deems appropriate, including but not
limited to, the bargain purchase of Company Stock and stock bonuses. Any such
Benefits and any related agreements shall contain such terms and conditions as
the Board deems appropriate. Such awards and agreements need not be identical.
With respect to any Benefit under which shares of Company Stock are or may in
the future be issued (other than shares issued from the Company's treasury) for
consideration other than prior services, the amount of such consideration shall
be equal to the amount (such as the par value of such shares) required to be
received by the Company in order to comply with applicable state law.
Article X
Administration
The Plan shall be administered by the Board; however, the Board may, by
resolution, designate the Committee to administer the Plan and exercise and
perform the rights and duties of the Board under the Plan. A majority vote of
the Board (or if designated, the Committee) at which a quorum is present, or
acts reduced to or approved in writing by a majority of the members of the Board
(or Committee), shall be the valid acts of the Board (and the Committee) for the
purposes of the Plan. The Board (or if designated, the Committee) shall have
plenary authority in its discretion, but subject to the express provisions of
the Plan, to determine the terms of all Benefits granted under the Plan,
including without limitation, the purchase price, if any, the Employees and
Outside Consultants to whom, and the time or times at which, Benefits shall be
granted, when an option can be exercised or Restricted Shares, Stock
Appreciation Rights and other Benefits become forfeitable, and whether in whole
or in installments, and the number of shares covered by a Benefit, and to
interpret the Plan and to make all other determinations deemed advisable for the
administration of the Plan. Without limiting the foregoing, in making such
determinations, the Board (or if designated, the Committee) shall take into
account the nature of a Participant's duties, the present and potential
contributions of a Participant to the success of the Company, and such other
factors as the Board (or the Committee) shall deem relevant. The Board (or the
Committee) may designate Employees of the Company to assist it in the
administration of the Plan and may grant authority to such persons to execute
option agreements or other documents on its behalf. Payment in full for the
number of shares purchased under any Benefit, including an option, shall be made
to the Company at the time of such exercise.
Article XI
Alternative Settlement Methods
The Board, in its discretion, may provide that any Benefit by its terms
may permit a Participant to elect, subject to Board approval, any of the
following alternative settlement methods: (a) cash equal to the excess of the
value of one share over the option or purchase price times the number of shares
as to which the award is exercised, (b) the number of full shares having an
aggregate value not greater than the cash amount calculated under alternative
(a), or (c) any combination of cash and stock having an aggregate value not
greater than the cash amount calculated under alternative (a). For purposes of
determining an alternative settlement, the value per share shall be determined
under the same method as used to determine the option price in the case of stock
options. Payment for such shares shall be made in cash, or with the consent of
the Board, in shares of Qualifying Stock, or a combination thereof. The Board
may make such rules and regulations and establish such procedures as it deems
appropriate for the administration of the Plan. In the event of a disagreement
as to the interpretation of the Plan or any amendments thereto or any rule,
regulation or procedure thereunder, or as to any right or obligation arising
from or related to the Plan, the decision of the Board shall be final and
binding. No member of the Board shall be liable for any action or determination
made in good faith with respect to the Plan or any Benefit granted under it.
Article XII
Adjustment Upon Changes Of Stock
If any change is made to the shares of Company Stock by reason of any
merger, consolidation, reorganization, recapitalization, stock dividend, split
up, combination of shares, exchange of shares, change in corporate structure, or
otherwise, appropriate adjustments shall be made by the Board to the kind and
maximum number of shares subject to the Plan and the kind and number of shares
and price per share of stock subject to each outstanding Benefit. No fractional
shares of stock shall be issued under the Plan on account of any such
adjustment, and rights to shares always shall be limited after such an
adjustment to the lower full share.
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Article XIII
Miscellaneous
13.1 Continuation of Employment. Neither this Plan nor any Benefit
granted hereunder shall confer upon any Employee or any Outside Consultant any
right to continue in the employment of the Company or limit in any respect the
right of the Company to terminate an Outside Consultant's services or an
Employee's employment at any time.
13.2 Withholding. With respect to any payments made to Participants
under the Plan, the Company shall have the right to withhold any taxes required
by law to be withheld because of such payments. With respect to any such
withholding:
(a) Each Participant shall take whatever action that the Board
deems appropriate to comply with the law regarding withholding of federal, state
and local taxes.
(b) When a Participant is obligated to pay the Company an
amount required to be withheld under applicable income tax laws in connection
with a Benefit, the Board may, in its discretion and subject to such rules as it
may adopt, permit the Participant to satisfy this obligation, in whole or in
part, either (i) by having the Company withhold from the shares to be issued
upon the exercise of an option or a Stock Appreciation Right or upon the receipt
of a Benefit, shares having a fair market value that would satisfy the
withholding amount due, or (ii) by delivering to the Company already owned
shares to satisfy the withholding amount.
13.4 Effective Date. This Plan shall be effective upon adoption
hereof by the Board as evidenced below. Benefits hereunder may be granted at
any time subject to the limitations contained within the Plan.
Article XIV
Amendment And Termination
14.1 Amendment. The Board may amend the Plan from time to time as it
deems desirable and shall make any amendments which may be required so that
options intended to be Incentive Stock Options shall at all times continue to be
Incentive Stock Options for the purposes of the Code; provided however, the Plan
may not be amended to change the number of shares subject to the Plan or
decrease the price at which Incentive Stock Options may be granted.
14.2 Termination of Plan. The Board may in its discretion terminate the
Plan at any time, but no such termination shall deprive Participants of their
rights under outstanding Benefits. Notwithstanding the preceding sentence, no
Incentive Stock Options may be granted pursuant to the Plan later than ten years
after the date the Plan was adopted by the Board.
Effective Date (date of adoption of the
Plan by Board): September 13, 1993
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PARKERVISION, INC. - PROXY
Solicited By The Board Of Directors
for Annual Meeting To Be Held on October 29, 1996
The undersigned Stockholder(s) of ParkerVision, Inc., a
Florida corporation ("Company"), hereby appoints Jeffrey Parker and
Todd Parker, or either of them, with full power of substitution and to
act without the other, as the agents, attorneys and proxies of the
undersigned, to vote the shares standing in the name of the undersigned
at the
P Annual Meeting of Stockholders of the Company to be held on October 29,
1996 and at all adjournments thereof. This proxy will be voted in
accordance with the instructions given below. If no instructions are
given, this proxy will be voted FOR all of the following proposals.
R
1. Election of the following Directors:
O FOR all nominees listed below WITHHOLD AUTHORITY to vote for all
except as marked |_| nominees listed below |_|
X Jeffrey Parker, Todd Parker, Stacie Wilf,
William L. Sammons and Arthur G. Yeager
INSTRUCTIONS: To withhold authority to vote for any individual
nominee, write that nominee's name in the space below.
Y
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2. Approve the amendment to the 1993 Stock Plan.
FOR |_| AGAINST |_| ABSTAIN |_|
3. In their discretion, the proxies are authorized to vote upon such
other business as may come before the meeting or any adjournment
thereof.
|_| I plan on attending the Annual Meeting.
Date _____________________________, 1996
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Signature
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Signature if held jointly
Please sign exactly as name appears above.
When shares are held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full corporate
name by President or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.
6