Exhibit 10.7
STOCK OPTION AGREEMENT
AGREEMENT dated March 5, 1999 between XXXXXXX X. XXXXXXX, (the "Employee"
or "Grantee") and PARKERVISION, INC., a Florida corporation having its principal
office at 0000 Xxxxxxxxxx Xxx, Xxxxxxxxxxxx, Xxxxxxx 00000 ("Company").
WHEREAS, on March 5, 1999, the Board of Directors of the Company authorized
the employment of the Employee and the grant to the Employee of an option to
purchase an aggregate of 100,000 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
WHEREAS, the Employee desires to acquire said option on the terms and
conditions set forth in this Agreement;
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 100,000 shares of the
Common Stock on the terms and conditions set forth herein ("Option"). The Option
is a non-qualified stock option not intended to qualify under any section of the
Internal Revenue Code of 1986, as amended, and is not granted under any plan.
2. Exercise Price. The purchase price of each share of Common Stock subject
to the Option ("Option Shares") shall be $23.25.
3. Vesting and Exercisability.
(a) Options to purchase 20,000 Option Shares shall vest and become
exercisable on May 25, of each of 2000, 2001, 2002, 2003 and 2004. 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
May 25, 2009 (the "Exercise Period"). The Option may be exercised, except as
provided in subparagraphs (b) and (c), below, only if the Employee at the time
of exercise is employed by the Company and shall have been so employed
continuously since the date of this Agreement.
(b) Except as provided herein, if the Employee's employment with the
Company terminates for any reason prior to the time that the Option has been
fully exercised, any portion of the Option vested as of the date of termination
may be exercised by the Employee for a period not to exceed the three month
anniversary of the date of termination. Any unvested portion of the Option on
the date of termination of employment shall immediately expire.
(c) Notwithstanding the foregoing, in the event of the Employee's
termination by reason of the Employee's death or disability where he is unable
to perform his regular duties for 180 days out of 360 consecutive days, 50% of
the unvested portion of the Option as of the date of death or disability, will
immediately vest, and the portion of the Option which is then fully vested and
exercisable may be exercised for a period of five years from the date of such
termination of employment or until the expiration of the Exercise Period,
whichever is shorter.
(d) Notwithstanding the foregoing, in the event of the occurrence of
an "Acceleration Event" as defined below, each of the vesting dates as defined
in 3 (a) above will be automatically accelerated by one year. In addition, if
the Employee is not offered a similar position with the surviving entity in the
same metropolitan area, then an additional 50% of the then unvested portion of
the Option shall be accelerated, and will immediately vest, and the Employee
will have the right to immediately purchase all vested Option Shares on the
terms set forth in this Agreement through the end of the Exercise Period.
4. 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.
5. 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.
6. Transferability of Option and Option Shares.
(a) The Option shall not be assignable or transferable except in the
event of the death of the Employee, in which case the transfer shall be by will
or by the laws of descent and distribution. No transfer of the Option by the
Employee by will or by the laws of descent and distribution shall be effective
to bind the Company unless the Company shall have been furnished with written
notice thereof and a copy of the will and such other evidence as the Company may
deem necessary to establish the validity of the transfer and the acceptance by
the transferee or transferees of the terms and conditions of the Option.
(b) 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.
(c) 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"), 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.
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7. Registration Rights. The Company hereby grants to Employee the right to
have the Option Shares registered (to the extent legally permissible) on a
registration statement on Form S-8 to be filed by the Company on or prior to May
25, 2000 and the Company shall take such action with respect to such Form S-8 as
may be necessary so that, upon exercise, the shares of Common Stock issued
thereby will be freely transferrable (subject only to applicable volume
limitations contained in Rule 144 under the Act). Notwithstanding the foregoing,
(i) the Company shall have no obligation hereunder in connection with any such
registration statement unless the Option Shares can legally be registered
thereby and the Employee provides to the Company information with respect to his
ownership of Option Shares, manner of proposed disposition and such other
matters as the Company shall reasonably request for disclosure in the
registration statement or any amendment thereto; and (ii) the Company will not
be obligated to prepare, file or print any "reoffer prospectus" in connection
with any "control securities" or "restricted securities" as those terms are
defined in General Instruction C to Form S-8. The Company shall bear all fees,
costs and expenses incurred by it in connection with the filing with the
Securities and Exchange Commission of such registration statement.
8. 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 Securities Exchange Act
of 1934 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 dealings 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.
(e) 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."
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9. 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 a representation and
agreement by the person or persons so exercising the Option that the Option
Shares are being purchased for investment and not with a view to the
distribution or resale thereof. Such notice shall be accompanied by payment of
the full purchase price of the Option Shares.
(b) Payment of the purchase price shall be made 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.
10. 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. Unless the Company consents to a form of 'cashless' payment,
any required withholding tax shall be paid in cash.
11. 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.
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If to Employee:
Xxxxxxx X. Xxxxxxx
If to the Company:
ParkerVision, Inc.
0000 Xxxxxxxxxx Xxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attn: Chairman of the Board
(b) This Agreement sets 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. 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.
(f) An 'Acceleration Event' shall occur if:
(i) any 'person' or 'group' (within the meaning of Sections 13(d)
and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
'Exchange Act')) becomes the 'beneficial owner' (within the meaning of
Rule 13d-3 under the Exchange Act) of common stock having thirty-five
percent (35%) or more of the total voting power of all of the
Company's voting capital stock then outstanding, unless such person or
group is or includes (a) an individual who, as of the date of this
Agreement, is an executive officer of the Company and holds beneficial
ownership in excess of twenty-five percent (25%) of the outstanding
Common Stock of the Company, or an Affiliate or Associate (within the
meaning of Rule 12b-2 under the Exchange Act) of such individual, or
(b) an underwriter who obtains such thirty-five percent (35%) interest
in connection with a public offering;
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(ii) a merger or consolidation of the Company other than one
resulting in the Company's voting securities outstanding immediately
prior thereto continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving entity)
at least sixty-five percent (65%) of the combined voting power of the
voting securities of the Company and such surviving entity outstanding
immediately after such merger or consolidation; or
(iii) the sale or other disposition of all, or substantially all,
of the Company's assets, or the approval of a plan of liquidation of
the Company other than a sale to an entity which is owned by the
shareholders of the Company in substantially the same proportion as
they own the Company immediately prior to such sale.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
PARKERVISION, INC.
By: ---------------------------------------
Xxxxxxx Xxxxxx, Chairman of the Board
and Chief Executive Officer
---------------------------------------
XXXXXXX X. XXXXXXX
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