10.23
RESIGNATION AGREEMENT, WAIVER AND RELEASE
This Resignation Agreement, Waiver and Release ("this Agreement") is made
and entered into by and between ParkerVision, Inc. and its successors and
assigns (hereinafter "ParkerVision"), Xxxxxxx X. Xxxxxx, and Xxxxxxx Xxxxxxx and
his heirs, spouse, assigns, executors, administrators and attorneys (hereinafter
referred to as "Xx. Xxxxxxx").
Xx. Xxxxxxx has resigned voluntarily from his position as President and
Chief Operating Officer for ParkerVision and from ParkerVision's board of
directors, and ParkerVision, Xx. Xxxxxx and Xx. Xxxxxxx, desiring to settle all
existing or potential claims Xx. Xxxxxxx has or may have against ParkerVision or
Xx. Xxxxxx, agree to the following:
1. OBLIGATIONS OF PARKERVISION AND XX. XXXXXX: In consideration of Xx.
Xxxxxxx'x obligations set forth below, the following benefits shall be provided
to Xx. Xxxxxxx in consideration for his obligations set forth in this Agreement:
(a) ParkerVision shall continue Xx. Xxxxxxx'x compensation and
benefits pursuant to sections 2.1 through 2.6 of his July 23, 1998 Employment
Agreement with ParkerVision ("the 1998 Employment Agreement") as if he continued
to be employed with ParkerVision through December 31, 2003 under the 1998
Employment Agreement except that (i) Xx. Xxxxxxx will not be entitled to 30,000
of vested ParkerVision Acceleration Options to which Xx. Xxxxxxx would have been
entitled had he remained so employed, and (ii) ParkerVision's obligation to pay
the premiums for continuation of Xx. Xxxxxxx'x group medical insurance through
December 31, 2003 is contingent upon Xx. Xxxxxxx'x timely electing such
continuation coverage upon his resignation as President and Chief Operating
Officer.
(b) ParkerVision and Xx. Xxxxxx waive, and release Xx. Xxxxxxx from,
all claims, rights, and causes of action, both known and unknown, in law or in
equity, of any kind whatsoever that ParkerVision and/or Xx. Xxxxxx has or could
have maintained against Xx. Xxxxxxx through the date of signing this Agreement,
including any claim for attorney's fees.
(c) ParkerVision shall allow Xx. Xxxxxxx until January 15, 2003 to
continue to use the cellular telephone ParkerVision issued to him and to remove
all of his personal belongings from ParkerVision's offices.
(d) ParkerVision's directors, Xxxxxxx X. Xxxxxx, Xxxxx Xxxxxxxx and
Xxxx Xxxxxx, shall refrain from expressing (or causing others to express) to any
third party any derogatory or negative opinions or statements concerning Xx.
Xxxxxxx, nor shall ParkerVision issue any public corporate statement to that
effect. If ParkerVision makes any public corporate statement concerning Xx.
Xxxxxxx'x resigning from his positions as ParkerVision's President and Chief
Operating Officer and member of its board of directors, such publication shall
state in substance that Xx. Xxxxxxx is voluntarily resigning from his position
as ParkerVision's President and Chief Operating Officer and member of its board
of directors, but has agreed to remain with ParkerVision as a consultant.
2. OBLIGATIONS OF XX. XXXXXXX: In consideration of ParkerVision's
obligations set forth in this Agreement:
(a) Xx. Xxxxxxx waives, and releases ParkerVision, and its directors,
officers, employees, representatives, agents and attorneys, both individually
and collectively, and Xx. Xxxxxx (hereinafter collectively referred to as "the
Released Parties") from, all claims, rights, and causes of action, both known
and unknown, in law or in equity, of any kind whatsoever that Xx. Xxxxxxx has or
could have maintained against any of the Released Parties through the date of
signing this Agreement, including any claim for attorney's fees. Without
limiting the generality of the foregoing, Xx. Xxxxxxx waives, and releases all
of the Released Parties from, all claims, rights, and causes of action relating
to or arising out of Xx. Xxxxxxx'x employment with, conditions of employment
with, compensation by, or separation of employment from, ParkerVision,
including, without limitation, any claims, rights, charges or causes of action
arising under Title VII of the Civil Rights Act of 1964, as amended; the Civil
Rights Acts of 1866 and 1871; the Age Discrimination in Employment Act of 1967,
as amended (hereinafter referred to as "the ADEA"); Executive Order Nos. 11246
and 11478; the Equal Pay Act of 1963, as amended; the Employee Retirement Income
Security Act of 1974, as amended; the Rehabilitation Act of 1973, as amended;
the Florida Civil Rights Act of 1992; Florida Statutes xx.xx. 440.205 and
448.102; the Americans with Disabilities Act of 1990, as amended; the Family and
Medical Leave Act of 1993; the National Labor Relations Act of 1935, as amended;
the Fair Labor Standards Act of 1938, as amended; the Occupational Safety and
Health Act of 1970, as amended; and the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended, and any other federal or state law or
local ordinance, including any suit in tort (including fraud, promissory
estoppel and negligence) or contract (whether oral, written or implied), or any
other common law or equitable basis of action, except for any claim which may
not lawfully be waived in this manner.
(b) Xx. Xxxxxxx represents that while he is not legally barred from
filing a charge of discrimination, he has not filed, and does not intend to
file, any charge of discrimination against any of the Released Parties with any
federal, state or local agency and understands that ParkerVision has reasonably
relied on his representations in this paragraph in agreeing to perform the
payment obligations set
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forth in paragraph no. 1 of this Agreement. Xx. Xxxxxxx further waives any right
to recovery based on any charge of discrimination filed by him or on his behalf.
(c) Xx. Xxxxxxx shall resign his employment with ParkerVision as
President and Chief Operating Officer and from ParkerVision's board of directors
effective December 20, 2002 and refrain from seeking employment with any of the
Released Parties at any time in the future; provided, however, that through
December 31, 2003, Xx. Xxxxxxx shall be employed for the limited purpose of
making himself available as needed as a consultant to answer any questions
ParkerVision's managers or counsel may have relating to Xx. Xxxxxxx'x
responsibilities while employed as President and Chief Operating Officer of
ParkerVision. After December 31, 2003, Xx. Xxxxxxx shall not be employed in any
capacity for ParkerVision, and Xx. Xxxxxxx specifically waives any claim he may
have that the termination of his employment with ParkerVision is either a
"Without Cause Termination" or a termination by him for "Good Reason" as those
terms are defined in sections 3.5(a) and 3.5(b) of the 1998 Employment
Agreement.
(d) Xx. Xxxxxxx shall refrain from expressing (or causing others to
express) to any third party any derogatory or negative opinions or statements
concerning ParkerVision or any of ParkerVision's managers, supervisors,
representatives or employees, or concerning ParkerVision's operations.
3. NON-DISCLOSURE. Xx. Xxxxxxx shall not disclose, either directly or
indirectly, any of the terms of this Agreement, including, but not limited to,
the amount of the payments set forth in paragraph 1 or that ParkerVision is
paying Xx. Xxxxxxx, to any person or organization, including, but not limited
to, members of the press and media, present and former employees, vendors,
suppliers, or other members of the public. Xx. Xxxxxxx may only disclose those
facts in a privileged context (attorney-client, accountant-client or
husband-wife) with the understanding that such disclosure will remain privileged
and will not be communicated to third parties. If asked about his resignation,
Xx. Xxxxxxx shall state only that he has resigned his employment with
ParkerVision voluntarily and amicably to pursue other opportunities. Until
December 31, 2003, he may also confirm that he is continuing with ParkerVision
as a consultant.
4. CONFIDENTIALITY OF PARKERVISION INFORMATION. Xx. Xxxxxxx recognizes that
all material, including identification information, keys, computer software and
hardware, files, manuals, tapes, reports, financial information, memoranda and
equipment, ParkerVision has provided to Xx. Xxxxxxx, or which was prepared
within the scope of Xx. Xxxxxxx'x employment with ParkerVision, constitutes
ParkerVision's property exclusively, and he represents that all such material in
his custody, possession or control (or copies of such material) has either
remained with or been returned to ParkerVision. Xx. Xxxxxxx shall also continue
to adhere to those provisions of the 1998 Employment Agreement with ParkerVision
relating to non-
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competition and confidentiality of certain ParkerVision information not
generally available to the public, and sections 5.1 through 5.7 of the 1998
Employment Agreement are hereby incorporated into this Agreement by reference as
if fully set forth in this Agreement and as if Xx. Xxxxxxx'x employment
termination date is considered to be December 31, 2003.
5. NON-ADMISSION. Neither this Agreement, nor anything contained in it,
shall be construed as an admission by any of the Released Parties of any
liability, wrongdoing or unlawful conduct whatsoever.
6. SEVERABILITY. If a court of competent jurisdiction invalidates any
provision of this Agreement, then all of the remaining provisions of this
Agreement shall continue unabated and in full force and effect.
7. ENTIRE AGREEMENT. This Agreement, including the aforementioned
provisions of the 1998 Employment Agreement incorporated into this Agreement by
reference, and the Indemnification Agreement between Xx. Xxxxxxx and
ParkerVision dated September 25, 2002, and Stock Option Agreements between Xx.
Xxxxxxx and ParkerVision dated July 23, 1998, contain the entire understanding
and agreement between the parties and shall not be modified or superseded except
upon express written consent of the parties to this Agreement. Xx. Xxxxxxx
represents and acknowledges that in executing this Agreement, he does not rely
and has not relied upon any representation or statement made by ParkerVision or
its agents, representatives or attorneys or Xx. Xxxxxx which is not set forth in
this Agreement.
8. SUPERSEDES PAST AGREEMENTS. This Agreement supersedes and renders null
and void any previous agreements or contracts, whether written or oral, between
Xx. Xxxxxxx, ParkerVision and Xx. Xxxxxx, except for the aforementioned
provisions of the 1998 Employment Agreement and Xx. Xxxxxxx'x Indemnification
and Stock Option Agreements with ParkerVision.
9. GOVERNING LAW. The laws of the State of Florida shall govern this
Agreement, and any action to enforce this Agreement shall be brought in Xxxxx
County, Florida where jurisdiction and venue shall lie.
10. AGREEMENT NOT TO BE USED AS EVIDENCE. This Agreement shall not be
admissible as evidence in any proceeding except one in which a party to this
Agreement seeks to enforce this Agreement or alleges this Agreement has been
breached.
11. In any action to enforce this Agreement, the losing party shall pay the
other party its reasonable attorneys' fees and costs.
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12. OPPORTUNITY TO CONSIDER AND CONFER. Xx. Xxxxxxx acknowledges that he
has had the opportunity to read, study, consider, and deliberate upon this
Agreement. He further acknowledges and understands that he has been given a
period of twenty-one (21) days in which he may, but is not required to, consider
this Agreement, that after he signs it, he has seven (7) days in which to revoke
it to the extent it waives any claim he may have under the ADEA. Xx. Xxxxxxx
further acknowledges that he fully understands and completely agrees with all of
the terms of this Agreement and that he has been, and hereby is, specifically
advised to consult with his attorney before executing this Agreement.
IN WITNESS WHEREOF, and intending to be legally bound hereby, ParkerVision,
Xx. Xxxxxx and Xx. Xxxxxxx hereby execute this Resignation Agreement, Waiver and
Release, consisting of five (5) pages (including this signature page) and
including twelve (12) enumerated paragraphs, by signing below voluntarily and
with full knowledge of the significance of all of its provisions.
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PLEASE READ CAREFULLY. THIS RESIGNATION AGREEMENT, WAIVER AND RELEASE
INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
Sworn to and subscribed before me
this 27th day of December, 2002.
/s/ Xxxxxxx Xxxxxxx
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Notary Public, State of Florida Xxxxxxx Xxxxxxx
at Large. My Commission Expires:
Executed at Jacksonville, Florida, this 27th day of December, 2002.
Sworn to and subscribed before me
this 9th day of January, 2003.
/s/ Xxxxxxx X. Xxxxxx
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Notary Public, State of Florida Xxxxxxx X. Xxxxxx for
at Large. My Commission Expires: ParkerVision, Inc. and himself
Executed at Jacksonville, Florida, this 9th day of January, 2003.
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