-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MkDVw50S0Gx8rgoPkQtfSXKES0rNk765hI9v+GLbDAq3oON0nyP5xU+DwYdcPKsX iVMGKxQUQ0U6ula6+RqIdg== 0001093801-03-001121.txt : 20030904 0001093801-03-001121.hdr.sgml : 20030904 20030904145728 ACCESSION NUMBER: 0001093801-03-001121 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030902 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030904 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARKERVISION INC CENTRAL INDEX KEY: 0000914139 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 592971472 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22904 FILM NUMBER: 03881331 BUSINESS ADDRESS: STREET 1: 8493 BAYMEADOWS WAY CITY: JACKSONVILLE STATE: FL ZIP: 32256 BUSINESS PHONE: 9047371367 MAIL ADDRESS: STREET 1: 8493 BAYMEADOWS WAY CITY: JACKSONVILLE STATE: FL ZIP: 32256 8-K 1 x8k-903.txt PARKERVISION, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) September 2, 2003 PARKERVISION, INC. (Exact Name of Registrant as Specified in its Charter) FLORIDA 59-2971472 ------- ---------- (State or other jurisdiction (Commission File No.) (I.R.S. Employer ID No.) of incorporation) 8493 BAYMEADOWS WAY JACKSONVILLE, FLORIDA 32256 --------------------- ----- (Address of principal executive offices) (Postal Code) Registrant's telephone number, including area code (904) 737-1367 ITEM 5. OTHER EVENTS On September 3, 2003 the Company entered into an Employment Agreement with William A. Hightower, a current director of the Company, for the position of President. The term of Mr. Hightower's employment is through September 2, 2008, but may be terminated by either the Company or Mr. Hightower upon 30 days notice. Under the terms of the Agreement, Mr. Hightower will receive an annual base salary of $250,000. In connection with his employment with the Company, Mr. Hightower was awarded stock options to purchase 500,000 shares of the Company's Common Stock, exercisable at a price per share of $8. These options vest in five equal annual installments commencing September 2, 2004. Mr. Hightower remains on the Board of Directors of the Company, but as a result of his employment, has resigned his positions on the Audit and Compensation Committees. Directors, Messrs. Richard A. Kashnow and Papken S. der Torossian replaced Mr. Hightower's positions on the Audit and Compensation Committees, respectively. ITEM 7. FINANCIAL STATEMENT AND EXHIBITS a) Financial Statements Not applicable b) Exhibits 10.1 Form of Employment Agreement between Registrant and William Hightower, dated as of September 2, 2003 10.2 Form of Option Agreement between Registrant and William Hightower, dated as of September 2, 2003 99.1 Press release 1 SIGNATURE PAGE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: September 2, 2003 PARKERVISION, INC. By: /s/ Jeffrey L. Parker ------------------------------ Name: Jeffrey L. Parker Title: Chief Executive Officer 2 EXHIBITS INDEX 10.1 Form of Employment Agreement between Registrant and William Hightower, dated as of September 2, 2003 10.2 Form of Option Agreement between Registrant and William Hightower, dated as of September 2, 2003 99.1 Press release 3 EX-10.1 3 ex101-903.txt EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT This AGREEMENT is effective as of the second day of September 2003, by and between William A. Hightower (the "Employee") and ParkerVision, Inc., a Florida corporation (the "Corporation"). In consideration of the mutual covenants herein contained, and in consideration of the employment of Employee by the Corporation, the parties agree as follows: 1. Duties and Scope of Employment (a) POSITION. The Corporation agrees to employ the Employee in the position of President. Employee shall report directly to the Chairman of the Board and Chief Executive Officer of the Corporation ("CEO"). All of Employee's powers and authority in any capacity shall at all times be subject to the direction and control of the CEO and the Corporation's Board of Directors. (b) OBLIGATIONS. During his employment under this Agreement, the Employee shall devote his full business efforts and time to the Corporation. The foregoing, however, shall not preclude the Employee from engaging in appropriate civic, charitable or religious activities or from devoting a reasonable amount of time to private investments or from serving on the boards of directors of other entities, as long as such activities and service do not interfere or conflict with his responsibilities to the Corporation. 2. BASE COMPENSATION. During his employment under this Agreement, the Corporation agrees to pay the Employee as compensation for his services a base salary at the annual rate of $250,000, or at such higher rate as the Corporation's Board of Directors may determine from time to time, along with such performance incentive amounts, if any, as the Board shall authorize, in its discretion, from time to time. Such salary shall be payable in approximately equal bi-weekly installments. (The annual compensation specified in this Section 2, together with any increases in such compensation that the Board of Directors may grant from time to time, is referred to in this Agreement as "Base Compensation".) 3. EMPLOYEE BENEFITS. (a) GENERAL. During his employment under this Agreement, the Employee shall be eligible to participate in any employee benefit plans and executive compensation programs which may be maintained by the Corporation, including (without limitation) pension plans, savings or profit-sharing plans, deferred compensation plans, supplemental retirement or excess-benefit plans, stock option, incentive or other bonus plans, life, disability, health, accident and other insurance programs, 1 paid vacations, and similar plans or programs, subject in each case to the generally applicable terms and conditions of the plan or program in question and to the determination of any committee administering such plan or program. (b) STOCK OPTIONS. The Corporation shall grant to the Employee options to purchase 500,000 shares of the Common Stock of the Corporation at the closing price on the date hereof. The terms of the options shall be governed by the Corporation's Stock Option Agreement executed simultaneously herewith. 4. BUSINESS EXPENSE AND TRAVEL. During his employment under this Agreement, the Employee shall be authorized to incur necessary and reasonable travel, entertainment and other business expenses in connection with his duties hereunder. The Corporation shall reimburse the Employee for such expenses upon presentation of an itemized account and appropriate supporting documentation, all in accordance with the Corporation's generally applicable policies. 5. TERM OF EMPLOYMENT (a) TERM. The term of Employee's employment hereunder shall be through September 2, 2008, subject to earlier termination as provided herein. (b) TERMINATION BY THE CORPORATION. The Corporation may terminate Employee's employment at any time, for any reason whatsoever, by giving the Employee thirty (30) day's advance notice in writing. The Corporation has the option of providing pay in lieu of such notice at the rate of Employee's Base Compensation. (i) TERMINATION WITHOUT CAUSE. If the Corporation terminates Employee's employment without cause, the provisions of Section 6(a) shall apply. (ii) TERMINATION UPON DISABILITY. If the Corporation terminates the Employee's employment for Disability, the provisions of Section 6(a) shall apply. For all purposes under this Agreement, "Disability" shall mean that the Employee, at the time notice is given, has been unable to perform the essential functions of his position under this Agreement for a period of not less than six (6) consecutive months as a result of his incapacity due to physical or mental illness. In the event that the Employee resumes the performance of substantially all of his duties hereunder before the termination of his employment under this subsection(ii) becomes effective, the notice of termination shall automatically be deemed to have been revoked. (iii) TERMINATION WITHIN TWELVE (12) MONTHS OF A CHANGE OF CONTROL. If the Corporation terminates Employee's employment within twelve (12) months after a Change in Control, whether such termination is with or without Cause, is due to Employee's death or Disability or constitutes a 2 Constructive Termination (as defined in Section 5(c) below), the provisions of Sections 6(a) shall apply. For all purposes under this Agreement, "Change in Control" shall mean the occurrence of any of the following events: 1) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Corporation representing fifty percent (50%) or more of the total voting power represented by the Corporation's then outstanding voting securities except that separately or in the aggregate the total voting power of Jeffrey L. Parker, Stacie P. Wilf, and Todd D. Parker being fifty percent (50%) or more of the total voting power of the then outstanding voting securities shall not be considered a Change of Control, or except pursuant to a negotiated agreement with the Corporation and pursuant to which such securities are purchased from the Corporation; or 2) The shareholders of the Corporation approve a merger or consolidation of the Corporation with any other corporation, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation. Any other provision of this Section notwithstanding, the term "Change in Control" shall not include either of the following events undertaken at the election of the Corporation: (1) Any transaction, the sole purpose of which is to change the state of the Corporation's incorporation; (2) A transaction, the result of which is to sell all or substantially all of the assets of the Corporation to another corporation (the "surviving corporation"); provided that the surviving corporation is owned directly or indirectly by the shareholders of the Corporation immediately following such transaction in substantially the same proportions as their ownership of the Corporation's common stock immediately preceding such transaction; and provided, further, that the surviving corporation expressly assumes this Agreement. 3 (iv) DEATH. Upon the event of the Employee's death, Employee's employment with the Corporation shall be considered automatically terminated and the provisions of Section 6(a) shall apply. (v) TERMINATION FOR CAUSE. Except as set forth in Section 5(b)(iii), if the Corporation terminates Employee's employment for Cause, the provisions of Section 6(b) shall apply. For all purposes under this Agreement, "Cause" shall mean (i) a failure by the Employee to substantially perform his duties hereunder (other than a failure resulting from the Employee's complete or partial incapacity due to physical or mental illness or impairment) after there has been delivered to Employee a written demand for performance from the Corporation which describes the basis for the Corporation's belief that Employee has not substantially performed his duties and sets forth specific performance goals to cure such defaults; provided that upon any determination by the Corporation that Employee has failed to perform his duties, Employee shall have 30 days in which to cure such failure to perform his duties, (ii) a willful act by the Employee which constitutes misconduct connected with work within the meaning of Florida's unemployment compensation law, (iii) a breach by the Employee of a material provision of this Agreement, or (iv) a violation of a federal, state or local law or regulation other than a minor traffic offense. (c) VOLUNTARY TERMINATION BY THE EMPLOYEE. The Employee may terminate his employment by giving the Corporation thirty (30) days' advance notice in writing. If the Employee terminates his employment under the preceding sentence other than as a result of a Constructive Termination, the provisions of Section 6(c) shall apply. If the Employee terminates his employment pursuant to this Section 5(c) as a result of a Constructive Termination, the provisions of Section 6(a) shall apply. For all purposes under this Agreement, "Constructive Termination": shall mean a material reduction in salary or benefits, or a requirement to relocate the Employee's primary residence, except for office relocations that would not increase the Employee's one-way commute distance by more than 25 miles. (d) WAIVER OF NOTICE. Any waiver of notice shall be valid only if it is made in writing and expressly refers to the applicable notice requirement in this Section 5. 6. PAYMENTS UPON TERMINATION OF EMPLOYMENT. (a) PAYMENTS UPON TERMINATION PURSUANT TO SECTION 5(B)(I)-(IV) AND CONSTRUCTIVE TERMINATION. If during the term of this Agreement, the Employee's employment is terminated pursuant to any of the reasons set forth in Section 5(b)(i) - (iv), or voluntarily by the Employee under Section 5(c) as a result of a Constructive Termination, the Employee shall be entitled to receive a severance payment from the Corporation (the "Severance Payment") in 4 (i) an amount equal to one hundred percent (100%) of the Employee's annual Base Compensation in effect on the date of employment termination; plus (ii) the greater of an amount equal to one hundred percent (100%) of the aggregate incentive or bonus, if any, payable to the employee for the immediately preceding 12 month period or an amount equal to one hundred percent (100%) of the aggregate incentive or bonus, if any, paid to the employee for the immediately preceding fiscal year. The Employee agrees to allow the Corporation at its option and at the Corporation's expense to secure Life Insurance and/or Disability Insurance covering the event of the Employee's death or disability during the term of his employment. To the extent insurance is paid to the employee or his heirs in the event of disability or death the Severance Payment due from the Corporation will be reduced by the amount of insurance paid. The Severance Payment shall be made in a lump sum within thirty (30) days following the date of the employment termination or in the situation of Life or Disability Insurance payment shall be made within the timeframe representing the normal practices of the insurance carrier. The Severance Payment shall be in lieu of any further payments to the Employee under Section 2 and any further accrual of benefits under Section 3 with respect to periods subsequent to the date of the employment termination. The Severance Payment shall not reduce or offset any benefits the Employee may be entitled to under the specific terms of the benefit plans of the Corporation. The Employee shall not be required to mitigate the amount of any payment contemplated by this Section 6(a) (whether by seeking new employment or in any other manner), nor shall any such payment be reduced by any earnings that the Employee may receive from any other source. (b) TERMINATION FOR CAUSE. If the Employee's employment is terminated for Cause pursuant to Sections 5(b) (v), except as otherwise set forth in Section 5(b)(iii), no compensation or payments will be paid or provided to the Employee for the periods following the date when such a termination of employment is effective. Notwithstanding the preceding sentence, nothing herein shall be interpreted to reduce or offset any benefits the Employee may be entitled to under the terms of the benefit plans of the Corporation. (c) PAYMENTS UPON VOLUNTARY TERMINATION. In the event that, during the term of this Agreement, the Employee's employment is terminated pursuant to Section 5(c) other than as a result of a Constructive Termination, no compensation or payments will be paid or provided to the Employee for the periods following the date when such a termination of employment is effective. Notwithstanding 5 the preceding sentence, nothing herein shall be interpreted to reduce or offset any benefits the Employee may be entitled to under the terms of the benefit plans of the Corporation. (d) LIMITATION ON PAYMENTS. (i) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee's severance benefits under Section 6 shall be payable either (i) in full, or (ii) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. (ii) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 6(e)(i), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Section 6(b) subject to reasonable limitations (including for example, express provisions under the Corporation's benefit plans) so long as the requirements of Section 6(e)(i) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 6(e)(iii), the Employee shall notify the Corporation in writing regarding which payments or benefits are to be reduced. If the Employee gives no notification, the Corporation will determine which amounts to reduce. If, as a result of any reduction required by Section 6(e)(i), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Corporation. (iii) Unless the Corporation and the Employee otherwise agree in writing, any determination required under this Section shall be made in writing by the Corporation's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon the Employee and the Corporation for all purposes. For purposes of making the calculations required by this Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, 6 good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Corporation and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Corporation shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section. 7. EMPLOYEE'S SUCCESSORS. This Agreement and all rights of the Employee hereunder shall continue to benefit, and be enforceable by, the Employee's personal or legal representatives, executors, administrators, successors, heirs, distributes, devises and legatees. 8. NOTICE. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U. S. registered or certified mail, return receipt requested and postage prepaid. In the case of the Employee, mailed notices shall be addressed to him at the home address which he most recently communicated to the Corporation in writing or his office address. In the case of the Corporation, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary. 9. MISCELLANEOUS PROVISIONS. (a) WAIVER. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Employee and by an authorized officer of the Corporation (other than the Employee). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time. (b) WHOLE AGREEMENT. No agreements, representations or understandings (whether oral or written and whether express or implied) which are not expressly set forth in this Agreement have been made or entered into by either party with respect to employment matters, except for contractual limitations on the Employee set forth in separate agreements containing restrictive covenants which (i) limit the Employee's ability to compete with the Corporation and (ii) protect the Corporation's confidential proprietary information, as set forth in such separate agreements. (c) CHOICE OF LAW. The laws of the State of Florida shall govern the validity, interpretation, construction and performance of this Agreement. 7 (d) SEVERABILITY. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect. (e) ARBITRATION. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Jacksonville, Florida in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction. Punitive damages shall not be awarded. Nothing in this section shall be construed, however, to limit the Corporation's rights, remedies and ability to enforce in a court of competent jurisdiction its rights under the aforementioned restrictive covenants. (f) NO ASSIGNMENT OF BENEFITS. The rights of any person to payments or benefits under this Agreement shall not be made subject to option or assignment, either by voluntary or involuntary assignment or by operation of law, including (without limitation) bankruptcy, garnishment, attachment or other creditor'' process, and any action in violation of this subsection (f) shall be void. (g) EMPLOYMENT AT WILL: Limitation of Remedies. The Corporation and the Employee acknowledge that the Employee's employment is at will, as defined under applicable law. If the Employee's employment terminates for any reason, the Employee shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this Agreement. (h) EMPLOYMENT TAXES. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes. (i) ASSIGNMENT OF AGREEMENT BY CORPORATION. The Corporation may assign its rights under this Agreement to an affiliate, and an affiliate may assign its rights under this Agreement to another affiliate of the Corporation or to the Corporation. In the case of any such assignment, the term "Corporation" when used in a section of this Agreement shall mean the corporation that actually employs the Employee. (j) COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument. 8 IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Corporation by its duly authorized officer, as of the day and year first above written. PARKERVISION, INC. By: _________________________________________ TITLE: ______________________________________ _____________________________________________ William A. Hightower 9 EX-10.2 4 ex102-903.txt STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT AGREEMENT dated as of September 2, 2003 between WILLIAM HIGHTOWER, with an address of 2 Village Walk Court, Ponte Vedra Beach, Florida 32082 (the "Employee" or "Grantee") and PARKERVISION, INC., a Florida corporation having its principal office at 8493 Baymeadows Way, Jacksonville, Florida 32256 ("Company"). WHEREAS, on September 3, 2003, the Board of Directors of the Company authorized the terms of an Employment Agreement with Employee executed simultaneously herewith ("Employment Agreement"), and the grant to the Employee of an option to purchase an aggregate of 500,000 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 the 2000 Performance Equity Plan ("Plan"); WHEREAS, the Employee desires to acquire said option on the terms and conditions set forth in this Agreement; and WHEREAS, capitalized terms not otherwise defined in this Agreement, or referenced as being defined in the Employment Agreement, shall have the meanings ascribed to them in the Plan. 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 500,000 shares of the Common Stock ("Option") on the terms and conditions set forth herein and in the Plan. The Option is a non-qualified stock option, not intended to qualify under any section of the Internal Revenue Code of 1986, as amended. 2. EXERCISE PRICE. The exercise price of each share of Common Stock subject to the Option ("Option Shares") shall be $8.00. 3. VESTING AND EXERCISABILITY. Options to purchase 100,000 Option Shares shall vest and become exercisable on September 2 of each 2004, 2005, 2006, 2007 and 2008. 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 September 2, 2013. (the "Exercise Period"). 4. TERMINATION. a. If the Employee's employment with the Company terminates by reason of death or Disability (as defined in Section 5(b)(ii) of the Employment Agreement), fifty percent (50%) of any unvested portion of the Option shall immediately vest and become exercisable. The exercisable portion of the Option will remain exercisable until the expiration of the Exercise Period. The unexercisable portion of the Option shall expire upon termination of employment b. If the Employee's employment is terminated without "Cause" (as defined in Section 5(b)(i) of the Employment Agreement) or Employee terminates his employment as a result of a "Constructive Termination" (as defined in Section 5(b)(vi) of the Employment Agreement) or due to voluntary resignation, any portion of the Option which was fully vested and exercisable at the time of termination may be exercised for a period of one year from the date of such termination of employment or until the expiration of the Exercise Period, whichever is shorter. The unexercisable portion of the Option shall expire upon termination of employment. c. If the Employee's employment is terminated for any reason other than those defined in Sections 4a through 4b of this Agreement, any unexercised vested or unvested portion of the Option shall expire on the date of termination of employment. 5. CHANGE OF CONTROL. In the event of a "Change of Control" as defined in Section 5(b)(iii) of the Employment Agreement, an "Approved Transaction", as defined in Section 10.2 of the Plan will be treated as a "Non-Approved Transaction" as defined in Section 10.1 of the Plan. 6. 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. 7. 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. 8. TRANSFERABILITY OF OPTION AND OPTION SHARES. a. 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. b. 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") and in compliance with Rule 144, if applicable, 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. 9. 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 Exchange Act 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 position 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 or if required by the federal securities laws. e. The Employee is aware of and understands that he is subject to the Insider Trading Policy of the Company and has received a copy of such policy as of the date of this Agreement. f. 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." 10. 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 such representations as are reasonably required by the Company for the issuance of the Option Shares at such time. Such notice shall be accompanied by payment of the full exercise price of the Option Shares. b. The exercise price may be paid 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. 11. 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. Any required withholding tax may be paid at the election of the Employee in cash or by check. 12. 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. If to Employee: William Hightower 2 Village Walk Court Ponte Vedra Beach, FL 32082 (E-mail) bill@hightower.net If to the Company: ParkerVision, Inc. 8493 Baymeadows Way Jacksonville, Florida 32256 Attn: CEO (Fax) 904-448-6301 (E-mail) jparker@parkervision.com b. This Agreement and the Employment Agreement set 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. Except as provided in Section 6 of this Agreement or as permitted under the Plan, 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. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. PARKERVISION, INC. By: __________________________ JEFFREY L. PARKER, CEO __________________________ WILLIAM HIGHTOWER EX-99.1 5 ex991-903.txt PRESS RELEASE PARKERVISION [LOGO] 8493 Baymeadows Way [LOGO] Jacksonville, Florida 32256 888-690-7110 FAX 904-731-0958 Contact: Carolyn Wrenn [LOGO] Director of Investor Relations FOR IMMEDIATE RELEASE ================================================================================ PARKERVISION APPOINTS NEW PRESIDENT JACKSONVILLE, FLORIDA Sept. 4, 2003 - PARKERVISION, INC. (Nasdaq NMS: PRKR), which designs, develops and manufactures communications technology platforms and products for the wireless and video industries, announced today the appointment of William A. Hightower as President. William Hightower has been a member of ParkerVision's Board of Directors and has worked closely with Chairman and CEO Jeffrey L. Parker and the Company as ParkerVision has developed its wireless radio and video technologies. Hightower has extensive management experience, having been involved in business planning, marketing, sales, and mergers and acquisitions in high-tech industries both domestically and internationally. From August 1997 through May 2001, he was President, Chief Operating Officer, and a Director of Silicon Valley Group Inc., which designed, manufactured, and sold equipment for leading-edge semiconductor manufacturing on a worldwide basis. Silicon Valley Group, Inc., which had over 6000 employees, was acquired by the Dutch concern ASML in 2001. Hightower has also been a private investor and consultant. Jeffrey L. Parker, stated, "Bill's operational experience comes at a perfect time as we introduce new products into the rapidly growing wireless marketplace and expand our product lineup in the broadcast video division. ParkerVision has now reached a stage of commercial development where his experience and management depth will further enhance the strength of our management team as we build and grow the value of this company." Hightower stated, "ParkerVision has the key ingredients that I look for in the creation of a commercially successful company; namely, talented enthusiastic people, strong core technologies, and rapidly growing markets for the products that can be built from its technologies. The combination of those ingredients provides the framework for a significant growth opportunity. Wireless applications, and in particular wireless networking, is still in its growth infancy. The Company invented its product category in the television broadcast market and now is ready to launch products that expand those advantages to the internet via webcasting. I look forward to partnering with Jeff and the management team to advance the Company's potential consistent with the growth opportunities of its businesses." ParkerVision, headquartered in Jacksonville, Florida, designs, develops and manufactures communications technology platforms and products for the wireless and video industries. The video division is engaged in the design, development and marketing of automated video camera control systems and automated live production systems for broadcasting and webcasting. ParkerVision is a leader in direct conversion radio technology. Its patented D2DTM radio communications technology enables the development of advanced, highly integrated products for a wide range of wireless and wired radio-based devices. D2D's innovative RF technology simplifies wireless electronics, resulting in smaller, cost-effective, high-performance wireless communications products. Additional information about ParkerVision is available at www.parkervision.com and about D2D technology at www.d2d.com. This press release contains forward-looking information. Readers are cautioned not to place undue reliance on any such forward-looking statements, each of which speaks only as of the date made. Such statements are subject to certain risks and uncertainties which are disclosed in the Company's SEC reports, including the Form 10K for the year ended December 31, 2002 and the Forms 10Q for the quarters ended March 31, 2003 and June 30, 2003. These risks and uncertainties could cause actual results to differ materially from those currently anticipated or projected. -----END PRIVACY-ENHANCED MESSAGE-----