STOCK OPTION AGREEMENT
AGREEMENT, made as of August 7,
2019 by and
between PARKERVISION,
INC., a Florida corporation
(the “Company"), and Xxxxxxx
Xxxxxx (the
“Holder”).
WHEREAS, on August 7,
2019 (the "Grant Date"),
the Board of Directors (the “Committee”) authorized the
grant to the Holder of an option (the "Option") to purchase an
aggregate of 6,000,000 shares of the authorized but unissued common
stock of the Company, $.01 par value (the "Common Stock"),
conditioned upon the Holder's acceptance thereof upon the terms and
conditions set forth in this Agreement and
the 2019 Long-Term Incentive
Plan (“Plan”);
and
WHEREAS,
the Holder desires to acquire the Option on the terms and
conditions set forth in this Agreement and the Plan (capitalized
terms used herein and not otherwise defined have the meanings set
forth in the Plan);
IT IS AGREED:
1. Grant
of Stock Option. The Company hereby grants the Holder the
Option to purchase all or any part of an aggregate
of 6,000,000 shares of Common Stock (the "Option Shares")
on the terms and conditions set forth herein and the
Plan.
2. Incentive
Status. The Option represented hereby is not
intended to be an incentive option to the extent it qualifies as an
“Incentive Stock Option” under Section 422 of the
Internal Revenue Code of 1986, as amended.
3. Exercise
Price. The exercise price of the Option is
$.171 per share, subject to adjustment as
hereinafter provided.
4. Exercisability.
This Option shall become exercisable in eight equal quarterly
installments of 750,000 shares (subject to
cumulative rounding during the period) on the first day of each
calendar quarter beginning on September 1, 2019 and continuing for a
period of two years thereafter (the “Exercise Period”),
provided, that this Option may not be exercisable unless and until
the Company has sufficient authorized unissued shares or treasury
shares available for such exercise. Any unexercised portion of this
Option shall expire in its entirety on August 7, 2026.
5. Termination
Due to Death. If Holder’s
employment by or association with the Company terminates by reason
of death, fifty percent (50%) of any unvested portion of the Option
shall immediately vest and become exercisable subject to the terms
of Section 4 of this Agreement. The vested portion of the Option,
if any, that was exercisable as of the date of death may thereafter
be exercised by the legal representative of the estate or by the
legatee of the Holder under the will of the Holder, until the
original expiration of the Exercise Period. The portion of the
Option, if any,that was not exercisable as of the date of death
shall immediately expire.
6. Termination
Due to Disability. If Holder’s employment by or association
with the Company terminates by reason of Disability (as defined in
the Plan), fifty percent (50%) of the unvested portion of the
Option shall immediately vest and become exercisable. The vested
portion of the Option, if any, that was exercisable as of the date
of Disability termination of employment may thereafter be exercised
by the Holder or his legal representative until the expiration of
the Exercise Period. The portion of the Option, if any,that was not
exercisable as of the date of termination of employment shall
immediately expire.
7. Termination
by the Company Without Cause, Voluntary Resignation in Good
Standing, and/or Due to Retirement. Subject to Section 8, if Holder’s
employment or association is terminated by the Company without
cause, or Holder voluntary resigns in good standing, or due to
Normal Retirement, then the portion of the Option that was
exercisable as of the date of termination of employment, may be
exercised by Holder for a period not to exceed one (1) year from
the date of termination (subject to the terms of Section 4 of this
Agreement). The portion of the Option not yet exercisable on the
date of termination of employment shall immediately
expire.
8. Other
Termination. If Holder's
employment or association is terminated for any reason other than
(i) death, (ii) Disability, (iii) Normal Retirement, (iv)without
cause by the Company, or (v) Holder voluntary resignation in good
standing, any unexercised vested portion and unvested portion of
the Option shall expire on the date of termination of employment or
association.
9. Withholding
Tax. Not later than the
date as of which an amount first becomes includible in the gross
income of the Holder for Federal income tax purposes with respect
to the Option, the Holder shall pay to the Company, or make
arrangements satisfactory to the Committee 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 and under the Plan 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 Holder from the Company. The Holder shall give
written notice to the Company of the date as of which an amount may
be included in the gross income of Holder for Federal income tax
purposes with respect to the Option.
10. Adjustments.
In the event of any change in the shares of Common Stock of the
Company as a whole occurring as a result of a stock split, reverse
stock split, stock dividend payable on shares of Common Stock,
combination or exchange of shares, or other extraordinary or
unusual event occurring after the grant of this Option, the
Committee shall determine, in its sole discretion, whether such
change equitably requires an adjustment in the terms of this Option
or the aggregate number of shares reserved for issuance under the
Plan. Any such adjustments will be made by the Committee, whose
determination will be final, binding and
conclusive.
11. Method
of Exercise.
(a) Notice
to the Company. The Option shall be exercised in whole or in part
by written notice in substantially the form attached hereto as
Exhibit A directed to the Company at its principal place of
business accompanied by full payment as hereinafter provided of the
exercise price for the number of Option Shares specified in the
notice and of the Withholding Taxes, if any.
(b) Delivery
of Option Shares. The Company shall deliver a certificate for the
Option Shares to the Holder as soon as practicable after payment
therefor.
(c) Payment
of Purchase Price.
(i) Cash
Payment. All payments shall be made in cash unless otherwise
approved in advance by the Committee. The Holder shall make cash
payments by wire transfer, certified or bank check or personal
check, in each case payable to the order of the Company. The
Company shall not be required to deliver certificates for Option
Shares until the Company has confirmed the receipt of good and
available funds in payment of the purchase price
thereof.
(ii) Payment
of Withholding Tax. Any required Withholding Tax shall be paid in
cash in accordance with Section 12(c)(i).
12. Transfer.
The Option Shares shall not be transferable by the Holder other
than by will or by the laws of descent and distribution, and the
Option shall be exercisable, during the Holder’s lifetime,
only by the Holder (or in the event of legal incapacity or
incompetency, the Holder’s guardian or legal
representative).
13. Accelerated
Vesting and Exercisability.
(a) If
any “person” (as such term is used in Sections 13(d)
and 14(d) of the Exchange Act), is or becomes the “beneficial
owner” (as referred in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing
35% or more of the combined voting power of the Company’s
then outstanding securities in one or more transactions, and the
Board of Directors does not authorize or otherwise approve such
acquisition, then the dates on which the Option becomes exercisable
shall be accelerated and the Option will immediately and entirely
vest, and the Holder will have the immediate right to purchase
and/or receive any and all Common Stock subject to the Option on
the terms set forth in this Agreement and Plan.
(b) The
Board of Directors or Committee may, in the event of an acquisition
of substantially all of the Company’s assets or at least 65%
of the combined voting power of the Company’s then
outstanding securities in one or more transactions (including by
way of merger or reorganization) which has been approved by the
Company’s Board of Directors, (i) accelerate the dates on
which the Option becomes exercisable, and (ii) require the Holder
to relinquish the Option to the Company upon the tender by the
Company to Holder of cash in an amount equal to the Repurchase
Value (as defined in the Plan) of such award.
14. Company
Representations. The
Company hereby represents and warrants to the Holder
that:
(a) the
Company, by appropriate and all required action, is duly authorized
to enter into this Agreement and consummate all of the transactions
contemplated hereunder; and
(b) the
Option Shares, when issued and delivered by the Company to the
Holder in accordance with the terms and conditions hereof, will be
duly and validly issued and fully paid and
non-assessable.
15. Holder
Representations. The
Holder hereby represents and warrants to the Company
that:
(a) he
or she is acquiring the Option and shall acquire the Option Shares
for his or her own account and not with a view towards the
distribution thereof;
(b) he
or she has received a copy of 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 and all
reports issued by the Company to its stockholders and the
prospectus materials, if any, relating to the Plan;
(c) he
or she understands that he or she must bear the economic risk of
the investment in the Option Shares, which cannot be sold by him or
her unless they are registered under the Securities Act of 1933
(the "Securities Act") or an exemption therefrom is available
thereunder and that the Company is under no obligation to register
the Option Shares for sale under the Securities Act;
(d) in
his or her position with the Company, he or she has had both the
opportunity to ask questions and receive answers from the officers
and other employees 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 clause
(b) above;
(e) he
or she is aware that 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 Securities Act or an
exemption therefrom as provided herein;
(f) he
or she is aware of and understands that he or she is subject to the
Xxxxxxx Xxxxxxx Policy of the Company and has received a copy of
such policy as of the date of this Agreement; and
(g) he
or she acknowledges that he or she has been informed of the
applicable provisions of Rule 144 promulgated under the Securities
Act, including, without limitation, its requirements that (i)
shares must have been owned and paid for a period of at least one
year before sale may occur; (ii) the Company must be at the time of
sale and for a specified prior period a reporting company under the
Exchange Act of 1934 and current in its filings thereunder; (iii)
sale must occur in a customary sale through a broker; (iv) the
number of shares which may be sold within any three month period
must not exceed the volume limitations contained in Rule 144; and
(v) prior notice of an intended sale must be fully filed with the
Securities and Exchange Commission in the manner prescribed by law.
He or she realizes that, in the event Rule 144 is not available,
registration under the Securities Act or an exemption therefrom
will be required for any sale and the Company is not obligated to
register any shares or to assist in obtaining an exemption from
such registration if such exemption is otherwise available.
Accordingly, he or she understands that, if the terms and
conditions of Rule 144 are not fully met, sale of the shares
acquired hereby may not be readily possible.
16. Restriction
on Transfer of Option Shares.
Anything in this Agreement to the contrary notwithstanding, the
Holder hereby agrees that he or she shall not sell, transfer by any
means or otherwise dispose of the Option Shares acquired by him or
her without registration under the Securities Act, or in the event
that they are not so registered, unless (i) an exemption from the
Securities Act registration requirements is available thereunder,
and (ii) the Holder has furnished the Company with notice of such
proposed transfer and the Company's legal counsel, in its
reasonable opinion, shall deem such proposed transfer to be so
exempt.
17. Miscellaneous.
(a) Notices.
All notices, requests, deliveries, payments, demands and other
communications that are required or permitted to be given under
this Agreement shall be in writing and shall be either delivered
personally or sent by registered or certified mail, or by private
courier, return receipt requested, postage prepaid to the Company
at its principal executive office and to the Holder at his address
set forth below, or to such other address as either party shall
have specified by notice in writing to the other. Notice shall be
deemed duly given hereunder when delivered or mailed as provided
herein.
(b) Conflicts with the
Plan. In the event of a
conflict between the provisions of the Plan and the provisions of
this Agreement, the provisions of the Plan shall in all respects be
controlling.
(c) Stockholder
Rights. The Holder 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. Nothing contained in this Agreement shall be deemed to
confer upon Holder any right to continued employment or association
with the Company or any subsidiary thereof, nor shall it interfere
in any way with the right of the Company to terminate Holder in
accordance with the provisions regarding such termination set forth
in Holder's written employment agreement with the Company, or if
there exists no such agreement, to terminate Holder at
will.
(d) Waiver.
The waiver by any party hereto of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any
other or subsequent breach.
(e) Entire
Agreement. This Agreement
constitutes the entire agreement between the parties with respect
to the subject matter hereof. This Agreement may not be amended
except by writing executed by the Holder and the
Company.
(f) Binding Effect;
Successors. This Agreement
shall inure to the benefit of and be binding upon the parties
hereto and, to the extent not prohibited herein, their respective
heirs, successors, assigns and representatives. Nothing in this
Agreement, expressed or implied, is intended to confer on any
person other than the parties hereto and as provided above, their
respective heirs, successors, assigns and representatives, any
rights, remedies, obligations or liabilities.
(g) Governing
Law. This Agreement shall be
governed by and construed in accordance with the laws of the State
of Florida (without regard to choice of law provisions), provided;
however, that all matters relating to or involving corporate law
shall be governed by the Florida Business Corporation Act of
1989.
(h) Headings.
The headings contained herein are for the sole purpose of
convenience of reference and shall not in any way limit or affect
the meaning or interpretation of any of the terms or provisions of
this Agreement.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement
as of the day and year first above written.
|
PARKERVISION,
INC.
|
Address:
0000 Xxxxxxxx Xxxxxxx, Xxxxx 0X
|
|
|
Xxxxxxxxxxxx, Xxxxxxx 00000
|
|
By:
____________________________
|
|
|
(Authorized Company
Officer)
|
|
|
|
|
|
|
|
|
Holder:
|
Address:
|
|
___________________________
|
______________________________
|
|
Xxxxxxx
Xxxxxx
|
|
|
|
______________________________
|
