|
EXECUTIVE EMPLOYMENT AGREEMENT
This is an employment agreement (hereafter "this Agreement")
between
ParkerVision Inc.,
a Florida corporation authorized to do business in Florida
(hereafter "ParkerVision"), and
Gregory Rawlins
(hereafter "Executive").
Recitals
1.
ParkerVision is in the business of developing, designing,
producing, marketing and selling RF technologies and/or integrated
circuits for varied applications in wireless communications markets
(hereafter "ParkerVision's Business").
2.
ParkerVision desires to employ Executive, and Executive desires to
work for ParkerVision under the terms of this Agreement, and the
parties recognize that both will benefit through Executive’s
continued productive employment with ParkerVision.
3.
At great expense, ParkerVision has developed technology and
products which are protected by patents, trade secrets, and other
intellectual property rights, and has secured accounts and
solicited potential accounts through its sales and marketing
efforts throughout the United States of America (hereafter
“U.S.”) and around the world. In this regard, Executive
will have employment responsibilities involving development of
intellectual property and/or products, marketing and/or account
contact within all geographical locations in which ParkerVision
conducts its business. ParkerVision provides an environment
conducive to the development of ParkerVision technologies and
products and enhances Executive’s experience with those
technologies and products.
4.
With the exception of its employees, ParkerVision considers its
most valuable assets to be its intellectual property, business
information and proprietary information, including but not limited
to, matters of a technical nature, such as the implementation of
its intellectual property, associated intellectual and other
electrical circuits, sources of product components, engineering
secrets, formulae, “know how”, schematics, prototypes,
technical drawings, secret processes or machines, training and
operation manuals, inventions, computer software, product research
and designs, and matters of a business nature, such as information
about costs, profits, markets, product development and design,
licensing strategies and targets, personnel, business
relationships, legal strategies, marketing plans and programs,
pricing lists, sales, lists of vendors and/or actual or prospective
customers, and any other information, whether communicated orally
or in documentary or other tangible form, concerning how
ParkerVision operates its business, including plans for future
development to an extent not available to the public (collectively
referred to herein as “Confidential Information”). The
parties to this Agreement recognize that ParkerVision has invested
considerable amounts of time and money in attaining and developing
Confidential Information, and any unauthorized disclosure or
release in any form could irreparably harm
ParkerVision.
5.
The parties recognize that Executive may take part in attaining and
developing, and/or otherwise will have access to, ParkerVision's
Confidential Information in the course of his employment with
ParkerVision and will be compensated for the services Executive
provides. Executive also recognizes and acknowledges the importance
of protecting ParkerVision’s Confidential Information for the
benefit of all of ParkerVision’s employees.
6.
In light of the foregoing, ParkerVision has legitimate business
interests to protect, including (a) valuable confidential business
and technical information (much of which qualifies as trade secrets
under Florida law), (b) substantial relationships with specific
prospective and existing customers, and (c) customer goodwill
associated with promotion of ParkerVision's technologies, products
and business through its good name in the industry.
In consideration of mutual promises set forth in this Agreement,
the parties to this Agreement hereby agree to the
following:
Nature of Employment
7.
ParkerVision shall employ Executive as its
Chief Staff Scientist
with specific duties and responsibilities to be determined by
ParkerVision’s Chief Executive Officer.
Compensation and Benefits
8.
During his employment under this Agreement, ParkerVision shall
provide Executive with the following:
|
(a) |
A base salary at no less than the rate of $
250,000
annually which ParkerVision may adjust upward from time to time in
its sole discretion (hereafter “Base
Salary”).
|
|
(b) |
A signing bonus of
$70,000
, within
ten (10)
days following execution of this Agreement to be payable in cash or
equity at ParkerVision’s option.
|
|
(c) |
Beginning with the fiscal year ending December 31, 2008, in
addition to his Base Salary, Executive is eligible for a bonus
opportunity to be earned on achievement of annual qualitative
and/or financial goals as recommended by the Chief Executive
Officer (in consultation with Executive) and approved by the
Compensation Committee of ParkerVision’s Board of Directors
(“Compensation Committee”).
|
|
(d) |
ParkerVision shall grant to Executive restricted share units
(“RSUs”) as set forth on the schedule attached as
Exhibit A. These RSUs represent the 2008 and 2009 long term equity
incentive awards for Executive. The Compensation Committee may, at
its sole discretion, grant additional equity compensation in the
form of RSUs, restricted shares or share options during the term of
this Agreement.
|
|
(e) |
Executive shall be eligible to participate in the employee benefits
plans ParkerVision maintains for its other executives who are
parties to an agreement in a form substantially similar to this
Agreement (hereafter “Similarly Situated Executives”),
subject in each case to the generally applicable terms and
conditions of the benefit plan or program.
|
9.
The bonus described in subparagraph 8(c) above shall be paid no
later than
the later of:
(
1
)
the
15th day of the third month following the end of Executive's first
taxable year in which the right to the payment is no longer subject
to a substantial risk of forfeiture; or (2) the 15th day of the
third month
following the end of ParkerVision’s
first taxable
year
in which the right to the payment is no longer subject to a
substantial risk of forfeiture
.
Termination of Employment
10.
Executive and ParkerVision acknowledge that Executive’s
employment under this Agreement shall be terminated immediately
upon his death or the conclusion of six (6) months after he becomes
disabled (as defined below), whichever is earlier, or may be
terminated any time at will upon either party delivering to the
other written notice of employment termination at least thirty (30)
days in advance of the termination date stated in the notice
(hereafter “Termination Date”), with ParkerVision
having the right and discretion to provide thirty (30) days of pay
in lieu of prior notice at the rate of Executive’s Base
Salary
, subject to the limitations provided in paragraph 14; providing
further that
Executive will receive such notice pay at the termination day
interview. As of the Termination Date, except as expressly provided
below, ParkerVision’s obligation to provide compensation and
benefits to Executive shall cease.
Severance Package
11.
Executive shall receive a Severance Package from ParkerVision if
the following occurs:
| |
(a)
|
Executive executes, and does not revoke, a Severance Agreement and
Release substantially in the form attached as Exhibit B to this
Agreement; and
|
| |
(b)
|
ParkerVision terminates Executive’s employment without
“Cause,”
Executive resigns his
employment from ParkerVision with “Good Reason
”
or a “Change in Control” occurs, each as defined below;
or
|
| |
(c)
|
Executive becomes disabled, defined as meeting one of the following
requirements:
|
| |
|
(1)
|
Executive is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than twelve
(12) months; or
|
| |
|
(2)
|
Executive is, by reason of any medically determinable physical or
mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than twelve
(12) months, receiving income replacement benefits for a period or
not less than three (3) months under an accident and health plan
covering Executive.
|
12.
“Cause” for ParkerVision to terminate Executive’s
employment is defined as one or more of the following:
| |
(a)
|
Willful and continued failure to perform Executive’s job
duties after ParkerVision’s written notice to Executive of
same.
|
| |
(b)
|
A material violation of a ParkerVision policy or
procedure.
|
| |
(c)
|
An act of dishonesty or fraud intended to result in a benefit to
Executive at ParkerVision’s expense.
|
| |
(d)
|
Misconduct connected with work as interpreted under Florida’s
unemployment compensation law.
|
| |
(e)
|
Conviction of, or a plea of guilty or no contest to, a felony or
other crime involving dishonesty or violence.
|
| |
(f)
|
Executive’s material breach of this Agreement that is not
cured within thirty (30) days after ParkerVision delivers to
Executive written notice of such breach.
|
13.
“Good Reason” for Executive to voluntarily terminate
his employment with ParkerVision is defined as one or more of the
following
conditions, which must arise without the consent of
Executive
:
| |
(a)
|
A material diminution in Executive’s authorities, duties, or
responsibilities.
|
| |
(b)
|
A material diminution in Executive’s base compensation and
benefits, except for a reduction applicable generally to
ParkerVision’s Similarly Situated Executives.
|
| |
(c)
|
Material relocation of Executive’s primary office
location.
|
| |
(d)
|
Any action or inaction by ParkerVision that constitutes a
material breach
by ParkerVision
of this Agreement
under which the
Executive
provides services
.
|
The termination must occur during the six (6) month period
following the initial existence of one or more of the above stated
conditions.
Executive must provide written notice to ParkerVision of the
condition which constitutes “Good Reason” within a
period not to exceed ninety (90) days of the initial existence of
the condition. Upon the giving of such notice, ParkerVision shall
have a period of thirty (30) days during which it may remedy the
condition, and if so remedied, ParkerVision shall not be required
to pay the Severance Package.
14.
“Severance Package” is defined as follows:
| |
(a)
|
Continuation of Executive’s ending Base Salary for a twelve
(12) month period following the Termination Date.
|
| |
(b)
|
Payment of the bonus described in subparagraph 8(c) above, prorated
by the number of weeks Executive worked in the fiscal year divided
by fifty two (52), determined and payable when bonuses for those
Similarly Situated Executives who worked through the fiscal year
are determined and paid.
|
| |
(c)
|
If Executive timely elects group health insurance continuation
coverage pursuant to the Consolidated Omnibus Budget Reconciliation
Act (COBRA), payment of the premiums for such coverage for
the
period of time during which
the
Executive would be entitled (or would, but
for
such plan, be entitled) to continuation coverage under a
group health
plan
of
ParkerVision under section 4980B of the Internal Revenue Code if
Executive elected such coverage and paid the applicable
premiums
.
|
| |
(d)
|
If the Termination Date occurs within two (2) years after a Change
in Control (as defined below) while this Agreement is in effect, in
lieu of the severance component in subparagraph 14(a) above,
150%
of his greatest final annual Base Salary over the term of this
Agreement, plus an amount equal to the greater of:
|
| |
|
(i)
|
the bonus or annual incentive compensation earned by Executive
during the prior full fiscal year before a Change in
Control,
|
| |
|
(ii)
|
the average of the bonus or annual incentive compensation earned by
Executive during the three (3) full fiscal years, or that number of
full fiscal years Executive was employed by ParkerVision if less,
before a Change in Control based on the years in which Executive
was eligible to receive such compensation; or
|
| |
|
(iii)
|
if not entitled to any bonus or annual incentive compensation
during any of the three (3) years before the Change in Control, the
amount set forth in subparagraph 14(b) above as if no Change in
Control had occurred.
|
| |
(e)
|
If Executive qualifies as a
“
specified employee
”
under regulations pursuant to Internal Revenue Code
section
409A, the foregoing provisions shall be subject to the following
modifications:
|
| |
|
(
i
)
|
Payments due within six
(
6
)
months of
the Termination Date
shall not exceed two times the lesser of: (1) the sum of
Executive's annualized compensation based upon the annual rate of
pay for services provided to ParkerVision for the taxable year of
Executive preceding the taxable year of Executive in which
Executive terminates employment with ParkerVision (adjusted for any
increase during that year that was expected to continue
indefinitely if Executive had not terminated employment)
, or (2) the
maximum amount that may be taken into account under a qualified
plan
under Internal Revenue Code
section
401(a)(17) for the
year in which
Executive has a separation from service (“Specified Employee
Limitation”)
.
|
| |
|
(ii)
|
Where amounts are paid in the Severance Package to a
“specified employee” within six months following
termination, no amount of the Severance Package may be paid later
than the last day of the second taxable year of the Executive
following the taxable year of the Executive in which occurs the
separation from service.
|
| |
(f)
|
To the extent that severance benefits set forth in subparagraphs
14(a), 14(b), 14(c) and 14(d) above are deemed to be
“parachute payments” in accordance with Internal
Revenue Code regulations, Executive will be entitled to a
“golden parachute excise tax” gross-up on such
benefits, provided that the parachute payments are at least one
hundred ten percent (110%) of the “safe harbor” amount
(2.99 times average W-2 amount for the five calendar years
preceding the year in which the Change in Control occurs).
Notwithstanding the foregoing, if the parachute payments to
Executive are between one hundred percent (100%) and one hundred
ten percent (110%) of the safe harbor amount, then there will be a
cut back of the total amount to bring the total parachute payments
within the safe harbor.
|
| |
(g)
|
If Executive’s employment is terminated after six (6) months
of his becoming disabled, the Severance Package shall be limited to
the benefit set forth in subparagraph 14(c) above.
|
15.
A Change in Control shall mean any one of the following
events:
| |
(a)
|
An acquisition by any one person, or more than one person acting as
a group, of the ownership of stock of ParkerVision that, together
with the stock held by such person or group, constitutes more than
sixty five percent (65%) of the total fair market value or combined
voting power of the stock of ParkerVision (including by way of
merger or reorganization). If any one person, or more than one
person acting as a group, is considered to own more than sixty five
percent (65%) of the total fair market value or total voting power
of the stock of ParkerVision, the acquisition of additional stock
by the same person or persons is not considered to cause a change
in the ownership of ParkerVision. An increase in the percentage of
stock owned by any one person, or persons acting as a group, as a
result of a transaction in which ParkerVision acquires its stock in
exchange for property is treated as an acquisition of
stock.
|
| |
(b
)
|
An acquisition by any one
person
, or more than one person acting
as
a group, or an acquisition during the twelve (12) month period
ending on the date
of the
most recent acquisition by such person
or
persons
, of
an ownership of stock
of ParkerVision
possessing
thirty five percent (35%) or more of the
total
voting power of
the stock of ParkerVision. If any
one
person,
or more
than one person acting as a group
,
is
considered to effectively control ParkerVision, within
the
meaning
of
this subparagraph 16(b), the
acquisition
of additional control of ParkerVision by the same person or persons
is not considered to cause a change in control of
ParkerVision.
|
| |
(c)
|
The replacement, during
any period of
twelve (
12)
months
of
a majority of members of ParkerVision's board of
directors
by directors whose appointment
or
election is not endorsed
by a majority of the
members of ParkerVision's board of
directors
before the date
of the
appointment or election
.
|
| |
(d)
|
An acquisition by any one person, or more than one person acting as
a group, or an acquisition during the twelve (12) month period
ending on the date of the most recent acquisition by such person or
persons, of assets from ParkerVision that have a total gross fair
market value equal to or more than sixty five percent (65%) of the
total gross fair market value of all of the assets of ParkerVision
immediately before such acquisition or acquisitions. For this
purpose, gross fair market value means the value of the assets
being disposed of, determined without regard to any liabilities
associated with such assets.
|
Other Simultaneous Employment/Duty of
Loyalty
16.
Executive will at all times perform the duties required of his
position and title with ParkerVision under this Agreement. At all
times, Executive will act with honesty and integrity in the best
interest of ParkerVision.
17.
While in ParkerVision's employ, Executive will refrain from
engaging in any other business activity, including, without
limitation, providing consulting services, without ParkerVision's
advance written consent (which shall not be unreasonably withheld
and shall be provided to Executive within 30 days of
Executive’s request), and Executive will promptly notify
ParkerVision's Chief Executive Officer of any information he learns
about any current or former Executive of ParkerVision engaging in
any business activity similar or related to ParkerVision's
Business.
Intellectual Property
18.
In this Agreement, "Intellectual Property" shall mean all
discoveries, concepts, ideas, inventions, improvements,
derivatives, extensions, original works of authorship, processes,
machines, combinations, computer programs, databases, trademarks,
and trade secrets, whether or not protectable under the patent,
copyright, and/or trade secret laws, and all related know-how that
Executive made, developed, conceived, first reduced to practice or
created, either alone or jointly with others, during
Executive’s course of employment with ParkerVision and
continuing one (1) year after Executive’s termination of
employment with ParkerVision, as related to items (a), (b), (c),
and/or (d) in paragraph 19 below, for whatever reason.
19.
Executive shall promptly disclose to ParkerVision all Intellectual
Property that: (a) is developed using equipment, supplies,
facilities, Confidential Information, or personnel of ParkerVision;
(b) results f
|
