STOCK OPTION AGREEMENT
AGREEMENT dated as of September 2, 2003 between WILLIAM HIGHTOWER, with an
address of 2 Village Walk Court, Ponte Vedra Beach, Florida 32082 (the
"Employee" or "Grantee") and PARKERVISION, INC., a Florida corporation having
its principal office at 8493 Baymeadows Way, Jacksonville, Florida 32256
("Company").
WHEREAS, on September 3, 2003, the Board of Directors of the Company
authorized the terms of an Employment Agreement with Employee executed
simultaneously herewith ("Employment Agreement"), and the grant to the Employee
of an option to purchase an aggregate of 500,000 of the authorized but unissued
shares of the Common Stock of the Company, $.01 par value ("Common Stock"), on
the terms and conditions set forth in this Agreement and the 2000 Performance
Equity Plan ("Plan");
WHEREAS, the Employee desires to acquire said option on the terms and
conditions set forth in this Agreement; and
WHEREAS, capitalized terms not otherwise defined in this Agreement, or
referenced as being defined in the Employment Agreement, shall have the meanings
ascribed to them in the Plan.
IT IS AGREED:
1. GRANT OF OPTION. The Company hereby grants to the Employee the right
and option to purchase all or any part of an aggregate of 500,000
shares of the Common Stock ("Option") on the terms and conditions set
forth herein and in the Plan. The Option is a non-qualified stock
option, not intended to qualify under any section of the Internal
Revenue Code of 1986, as amended.
2. EXERCISE PRICE. The exercise price of each share of Common Stock
subject to the Option ("Option Shares") shall be $8.00.
3. VESTING AND EXERCISABILITY. Options to purchase 100,000 Option Shares
shall vest and become exercisable on September 2 of each 2004, 2005,
2006, 2007 and 2008. After a portion of the Option vests and becomes
exercisable, it shall remain exercisable, except as otherwise provided
herein, until the close of business on September 2, 2013. (the
"Exercise Period").
4. TERMINATION.
a. If the Employee's employment with the Company terminates by
reason of death or Disability (as defined in Section 5(b)(ii) of
the Employment Agreement), fifty percent (50%) of any unvested
portion of the Option shall immediately vest and become
exercisable. The exercisable portion of the Option will remain
exercisable until the expiration of the Exercise Period. The
unexercisable portion of the Option shall expire upon termination
of employment
b. If the Employee's employment is terminated without "Cause" (as
defined in Section 5(b)(i) of the Employment Agreement) or
Employee terminates his employment as a result of a "Constructive
Termination" (as defined in Section 5(b)(vi) of the Employment
Agreement) or due to voluntary resignation, any portion of the
Option which was fully vested and exercisable at the time of
termination may be exercised for a period of one year from the
date of such termination of employment or until the expiration of
the Exercise Period, whichever is shorter. The unexercisable
portion of the Option shall expire upon termination of
employment.
c. If the Employee's employment is terminated for any reason other
than those defined in Sections 4a through 4b of this Agreement,
any unexercised vested or unvested portion of the Option shall
expire on the date of termination of employment.
5. CHANGE OF CONTROL. In the event of a "Change of Control" as defined in
Section 5(b)(iii) of the Employment Agreement, an "Approved
Transaction", as defined in Section 10.2 of the Plan will be treated
as a "Non-Approved Transaction" as defined in Section 10.1 of the
Plan.
6. RIGHTS AS A STOCKHOLDER. The Employee shall not have any of the rights
of a stockholder with respect to the Option Shares until such shares
have been issued after the due exercise of the Option.
7. ADJUSTMENTS. In the event of a stock split or exchange, stock
dividend, combination of shares, or any other similar change in the
Common Stock of the Company as a whole, the Board of Directors of the
Company shall make equitable, proportionate adjustments in the number
and kind of shares covered by the Option and in the option price
thereunder, in order to preserve the Employee's then proportionate
interest in the Company and to maintain the aggregate option price.
8. TRANSFERABILITY OF OPTION AND OPTION SHARES.
a. The Employee hereby represents and warrants to the Company that
he is acquiring the Option for his own account and not with a
view to the distribution thereof.
b. The Employee hereby agrees that he shall not sell, transfer by
any means or otherwise dispose of the Option Shares acquired by
him without registration under the Securities Act of 1933 ("Act")
and in compliance with Rule 144, if applicable, or in the event
that they are not so registered, unless (i) an exemption from the
Act is available thereunder, (ii) the Employee has furnished the
Company with notice of such proposed transfer and (iii) the
Company's legal counsel, in its reasonable opinion, shall deem
such proposed transfer to be so exempt.
9. EMPLOYEE'S ACKNOWLEDGMENTS. The Employee hereby acknowledges that:
a. All reports and documents required to be filed by the Company
with the Securities and Exchange Commission pursuant to the
Exchange Act within the last 12 months have been made available
to the Employee for his inspection.
b. If he exercises the Option, he may have to bear the economic risk
of the investment in the Option Shares for an indefinite period
of time because the Option Shares may not have been registered
under the Act and cannot be sold by him unless they are
registered under the Act or an exemption therefrom is available
thereunder.
c. In his position with the Company, he has had both the opportunity
to ask questions of and receive answers from the officers and
directors of the Company and all persons acting on its behalf
concerning the terms and conditions of the offer made hereunder
and to obtain any additional information to the extent the
Company possesses or may possess such information or can acquire
it without unreasonable effort or expense necessary to verify the
accuracy of the information obtained pursuant to subparagraph (a)
above.
d. The Company shall place stop transfer orders with its transfer
agent against the transfer of the Option Shares in the absence of
registration under the Act or an exemption therefrom or if
required by the federal securities laws.
e. The Employee is aware of and understands that he is subject to
the Insider Trading Policy of the Company and has received a copy
of such policy as of the date of this Agreement.
f. In the absence of registration under the Act, the certificates
evidencing the Option Shares shall bear the following legend:
"The Shares represented by this certificate have been
acquired for investment and have not been registered under
the Securities Act of 1933. The shares may not be sold or
transferred in the absence of such registration or an
exemption therefrom under said Act."
10. EXERCISE OF OPTION.
a. Subject to the terms and conditions of the Agreement, the Option
may be exercised from time to time, in whole or in part, by
written notice to the Company at its principal place of business.
Such notice shall state the election to exercise the Option and
the number of Option Shares in respect to which it is being
exercised, and, if the Option Shares are not then registered for
resale under the Act, such notice shall contain such
representations as are reasonably required by the Company for the
issuance of the Option Shares at such time. Such notice shall be
accompanied by payment of the full exercise price of the Option
Shares.
b. The exercise price may be paid in cash or by check, bank draft or
money order payable to the order of the Company.
c. The Company shall issue a certificate or certificates evidencing
the Option Shares as soon as practicable after the notice is
received and the payment has cleared the banking system. The
certificate or certificates evidencing the Option Shares shall be
registered in the name of the person or persons so exercising the
Option.
d. The Company hereby represents and warrants to the Employee that
the Option Shares, when issued and delivered by the Company to
the Employee in accordance with the terms and conditions hereof,
will be duly and validly issued and fully paid and
non-assessable.
11. WITHHOLDING TAXES. Not later than the date as of which an amount first
becomes includible in the gross income of Employee for Federal income
tax purposes with respect to the Option, Employee shall pay to the
Company, or make arrangements satisfactory to the Company regarding
the payment of, any Federal, state and local taxes of any kind
required by law to be withheld or paid with respect to such amount.
The obligations of the Company pursuant to this Agreement shall be
conditional upon such payment or arrangements with the Company and the
Company shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment of any kind otherwise due to
the Employee from the Company. Any required withholding tax may be
paid at the election of the Employee in cash or by check.
12. MISCELLANEOUS.
a. All notices provided for in this Agreement shall be in writing,
and shall be deemed to have been duly given when delivered
personally to the party to receive the same, when transmitted by
electronic means, or when mailed first class postage prepaid, by
certified mail, return receipt requested, addressed to the party
to receive the same at his or its address set forth below, or
such other address as the party to receive the same shall have
specified by written notice given in the manner provided for in
this Section 11. All notices shall be deemed to have been given
as of the date of personal delivery, transmittal or mailing
thereof.
If to Employee:
William Hightower
2 Village Walk Court
Ponte Vedra Beach, FL 32082
(E-mail) bill@hightower.net
If to the Company:
ParkerVision, Inc.
8493 Baymeadows Way
Jacksonville, Florida 32256
Attn: CEO
(Fax) 904-448-6301
(E-mail) jparker@parkervision.com
b. This Agreement and the Employment Agreement set forth the entire
agreement of the parties relating to the Option and is intended
to supersede all prior negotiations, understandings and
agreements. No provisions of this Agreement may be waived or
changed except by a writing by the party against whom such waiver
or change is sought to be enforced. The failure of any party to
require performance of any provision hereof or thereof shall in
no manner affect the right at a later time to enforce such
provision.
c. All questions with respect to the construction of this Agreement
and the rights and obligations of the parties hereunder shall be
determined in accordance with the law of the State of Florida
applicable to agreements made and to be performed entirely in
Florida.
d. This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of the Company. Except as provided in
Section 6 of this Agreement or as permitted under the Plan, this
Agreement shall not be assignable by Employee, but shall inure to
the benefit of and be binding upon Employee's heirs and legal
representatives.
e. Should any provision of this Agreement become legally
unenforceable, no other provision of this Agreement shall be
affected, and this Agreement shall continue as if the Agreement
had been executed absent the unenforceable provision.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
PARKERVISION, INC.
By: __________________________
JEFFREY L. PARKER, CEO
__________________________
WILLIAM HIGHTOWER