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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 15 th (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
Exhib
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