STOCK OPTION AGREEMENT
AGREEMENT,
made as of <Insert
Date>
by and
between PARKERVISION,
INC.,
a
Florida corporation (the “Company"), and <Insert
Employee Name>
(The
"Employee” or “Holder”).
WHEREAS,
on <Insert
Grant Date>
(the
"Grant Date"), the Compensation Committee of the Board of Directors (the
“Committee”) authorized the grant to the Employee of an option (the "Option") to
purchase an aggregate of <Insert
Number of Shares>
shares
of the authorized but unissued common stock of the Company, $.01 par value
(the
"Common Stock"), conditioned upon the Employee's acceptance thereof upon the
terms and conditions set forth in this Agreement and the 2000
Performance Equity Plan
(“Plan”); and
WHEREAS,
the Employee 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 Employee the Option to purchase all or any part of
an
aggregate of <Insert
Number of Shares>
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
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.
(For
nonqualified options, replace this section with “The Option represented hereby
is not intended to be an incentive option under Section 422 of the Internal
Revenue Code of 1986”)
3. Exercise
Price.
The
exercise price of the Option is $<Insert
Exercise Price>
per
share, subject to adjustment as hereinafter provided.
4. Exercisability.
This
Option shall become exercisable, subject to the terms and conditions of this
Agreement and the Plan, as according to the schedule as indicated below by
an
"X":
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Immediate
Vesting. This
Option shall become exercisable, subject to the terms and conditions
of
this Agreement and the Plan, as of the Grant Date and shall remain
exercisable except as otherwise provided herein, until the close
of
business on <Insert
Expiration Date> (the
“Exercise Period”).
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Three-Year
Vesting Schedule. On
or after <Insert
Date Equal to One Year Anniversary of Grant
Date>
the right to purchase <Insert
Number of Shares Equal to 1/3 of Total Shares Granted>
of
the Option Shares shall be exercisable. An aggregate of <Insert
Number of Shares Equal to 2/3 of Total Shares Granted>
shares
shall become exercisable in 24 equal installments of <Insert
Number>
shares (subject to cumulative rounding during the period) on the
15th
(fifteenth) day of each month thereafter. After a portion of the
Option
becomes exercisable, it shall remain exercisable except as otherwise
provided herein, until the close of business on <Insert
Expiration Date>
(the “Exercise Period”).
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5. Termination
Due to Death.
If
Employee’s employment by the Company terminates by reason of death, fifty
percent (50%) of any 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 death may thereafter be exercised by the legal
representative of the estate or by the legatee of the Employee under the will
of
the Employee, 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
Employee’s employment by 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 Employee 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.
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7. Termination
by the Company Without Cause, Employee Voluntary Resignation in Good Standing,
and/or Due to Retirement.
Subject
to Section 8, if Employee’s employment is terminated by the Company without
cause, or Employee 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 Employee for a period not
to
exceed one (1) year from the date of termination. The portion of the Option
not
yet exercisable on the date of termination of employment shall immediately
expire.
8. Other
Termination.
If
Employee's employment is terminated for any reason other than (i) death, (ii)
Disability, (iii) Normal Retirement, (iv) without cause by the Company, or
(v)
Employee voluntary resignation in good standing, any unexercised vested portion
and unvested portion of the Option shall expire on the date of termination
of
employment.
9. Withholding
Tax.
Not
later than the date as of which an amount first becomes includible in the gross
income of the Employee for Federal income tax purposes with respect to the
Option, the Employee 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 Employee from the
Company. The Employee shall give written notice to the Company of the date
as of
which an amount may be included in the gross income of Employee 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 Employee 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 Employee 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 Employee other than by will
or by
the laws of descent and distribution, and the Option shall be exercisable,
during the Employee’s lifetime, only by the Employee (or in the event of legal
incapacity or incompetency, the Employee’s guardian or legal
representative).
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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 Employee 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 Employee to relinquish the Option to the Company upon
the
tender by the Company to Employee 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 Employee 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 Employee in
accordance with the terms and conditions hereof, will be duly and validly issued
and fully paid and non-assessable.
15. Employee
Representations.
The
Employee 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.
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16. Restriction
on Transfer of Option Shares.
Anything in this Agreement to the contrary notwithstanding, the Employee 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 Employee 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 Employee 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) Employee
and Stockholder Rights. 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. Nothing contained in this Agreement shall
be deemed to confer upon Employee any right to continued employment with the
Company or any subsidiary thereof, nor shall it interfere in any way with the
right of the Company to terminate Employee in accordance with the provisions
regarding such termination set forth in Employee's written employment agreement
with the Company, or if there exists no such agreement, to terminate Employee
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 Employee 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.
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PARKERVISION,
INC.
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Address:
0000 Xxxxxxxxxx Xxx, Xxxxx 000
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Xxxxxxxxxxxx, Xxxxxxx 00000
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By:
____________________________
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(Authorized
Company Officer)
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Employee:
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Address:
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___________________________
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______________________________
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______________________________
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