RESTRICTED STOCK UNIT AGREEMENT
ParkerVision,
Inc. (the “Company”) has awarded to you (the “Grantee”) the following Restricted
Stock Units (the “Award”):
Grantee
Name
|
Number
of Restricted Stock Units
|
Grant
Date
|
||
June
4, 2008
|
Each
Restricted Stock Unit represents the obligation of the Company to deliver to
the
Grantee one share of the Company’s common stock, par value $0.01 per share (the
“Common Stock”), at the time provided in this Agreement, unless earlier
terminated as provided herein. This award is granted to the Grantee pursuant
to
the Company’s 2000 Performance Equity Plan (the “Plan”), and is subject to the
terms and conditions of the Plan, which terms are incorporated by reference
in
this Agreement as if fully set forth herein, and the terms and conditions set
forth below. Any capitalized, but undefined, term used in this Agreement shall
have the meaning ascribed to it in the Plan.
Sincerely, | ||
PARKERVISION, INC. | ||
|
|
|
By: | ||
Name: Xxxxxxx Xxxxxx |
||
Title: Chief Executive Officer |
The
Grantee hereby agrees to all the terms and conditions described in this
Agreement and the Plan referenced herein.
GRANTEE
_____________________________
Name:
Address:
_____________________________
_____________________________
_____________________________
TERMS
AND
CONDITIONS
1. Vesting;
Delivery of Shares of Common Stock.
The
Restricted Stock Units will vest as follows:
For
each
three month period commencing August 31, 2008,
Restricted Stock Units will vest until May 31, 2011 at which time all remaining
Restricted Stock Units shall vest.
Promptly
after each vesting date, the Company will cause to be issued to Grantee (or
Grantee’s beneficiaries or personal representative, if Grantee is deceased) a
number of shares of Common Stock equal to the number of Restricted Stock Units
vesting on such date, rounded to whole shares. The shares of Common Stock shall
be issued in certificate form or book-entry form in the records of the Company’s
transfer agent.
2. Termination.
(a) Termination
Due to Death or Disability.
If
Grantee’s employment by the Company terminates by reason of death or Disability
(as defined in the Plan), fifty percent (50%) of any unvested portion of the
Restricted Stock Units shall immediately vest and the remainder shall
immediately terminate.
(b) Other
Termination.
If
Employee's employment is terminated for any reason other than (i) death or
(ii)
Disability, any unvested portion of the Restricted Stock Units shall terminate
on the date of termination of employment.
3. Additional
Forfeiture.
The
Compensation Committee (the “Committee”) of the Board of Directors of the
Company may cancel, suspend, withhold or otherwise limit or restrict the
delivery of shares of Common Stock underlying the Restricted Stock Units
(“Shares”) at any time if the Grantee (i) is not in compliance with all
applicable provisions of this Agreement or the Plan or (ii) engages in any
activity inimical, contrary or harmful to the interests of the Company,
including, without limitation, (x) conduct related to the Grantee’s service or
employment for which either criminal or civil penalties against the Grantee
may
be sought, (y) violation of any policies of the Company, including, without
limitation, xxxxxxx xxxxxxx policies or anti-harassment policies or (z)
participating in a hostile takeover attempt against the Company.
4. Withholding
Tax.
Not
later than the date as of which an amount first becomes includible in the gross
income of the Grantee for Federal income tax purposes with respect to the Award,
the Grantee 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. Tax
withholding or payment obligations may be settled with Common Stock, including
Common Stock that is part of the award that gives rise to the withholding
requirement. 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 Grantee from
the Company. The Grantee shall give written notice to the Company of the date
as
of which an amount may be included in the gross income of Grantee for Federal
income tax purposes with respect to the Award.
5. Adjustments.
(a) In
the
event of a stock split, 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 Restricted Stock Units.
(b) In
the
event of any reclassification or reorganization of the outstanding shares of
Common Stock other than a change covered by paragraph (a) of this Section 5
or
that solely affects the par value of such shares of Common Stock, or in the
case
of any merger or consolidation of the Company with or into another corporation
(other than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization
of the outstanding shares of Common Stock), the Grantee shall have the right
thereafter (until the termination or cancellation of the Restricted Stock Units)
to receive upon the vesting of the Restricted Stock Units after such event,
the
amount and kind of consideration receivable by a holder of the number of shares
of Common Stock of the Company obtainable upon vesting of the Restricted Stock
Units immediately prior to such event. The provisions of this paragraph (b)
of
Section 5 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other
transfers.
6. Unsecured
Obligation; Restrictions on Transferability.
The
Restricted Stock Units represent an unsecured promise by the Company to issue
shares of Common Stock to the Grantee in the future. The Grantee may not
alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or
charge the Restricted Stock Units and any attempt to alienate, sell, assign,
hypothecate, pledge, exchange, transfer, encumber or charge the same shall
be
void.
7. Accelerated
Vesting and Exercisability.
(a) If
any
one person, or more than one person acting as a group, acquires, or such person
or persons acquire during the 12-month period ending on the date of the most
recent acquisition by such person or persons, ownership of stock of the Company
possessing 35% or more of the total voting power of the stock of the Company
and
the Board of Directors does not authorize or otherwise approve such acquisition
(“Change in Effective Control”), then the dates on which the Restricted Stock
Units vest shall be accelerated and the Restricted Stock Units will immediately
and entirely vest, and the Company will immediately issue any and all Common
Stock subject to the Restricted Stock Units on the terms set forth in this
Agreement and the Plan. If any one person, or more than one person acting as
a
group, is considered to effectively control the Company, within the meaning
of
this subparagraph 7(a), the acquisition of additional control of the Company
by
the same person or persons is not considered to cause a Change in Effective
Control.
(b) The
Board
of Directors or Committee may, in the event of an acquisition of stock described
in (A) or an acquisition of assets described in (B), which has been approved
by
the Company’s Board of Directors, (i) accelerate the dates on which the
Restricted Stock Units vest, and (ii) require the Grantee to relinquish the
Restricted Stock Units to the Company upon the tender by the Company to Grantee
of cash in an amount equal to the Repurchase Value (as defined in the Plan)
of
such award:
(A) An
acquisition by any one person, or more than one person acting as a group, of
the
ownership of stock of the Company that, together with the stock held by such
person or group, constitutes more than 65% of the total fair market value or
combined voting power of the stock of the Company (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 65% of the total fair market value or total
voting power of the stock of the Company, the acquisition of additional stock
by
the same person or persons is not considered to cause a change in the ownership
of the Company. 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 the Company
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 12-month period ending on the date of the most recent
acquisition by such person or persons, of assets from the Company that have
a
total gross fair market value equal to or more than 65% of the total gross
fair
market value of all of the assets of the Company 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.
8. Company
Representations.
The
Company hereby represents and warrants to the Grantee 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
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.
9. Grantee
Representations.
The
Grantee hereby represents and warrants to the Company that:
(a) Grantee
is acquiring the Restricted Stock Units and shall acquire the Shares for his
or
her own account and not with a view towards the distribution
thereof;
(b) Grantee
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) Grantee
understands that Grantee must bear the economic risk of the investment in the
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
Shares for sale under the Securities Act;
(d) in
Grantee’s position with the Company, Grantee 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) Grantee
is aware that the Company shall place stop transfer orders with its transfer
agent against the transfer of the Shares in the absence of registration under
the Securities Act or an exemption therefrom;
(f) Grantee
is aware of and understands that Grantee 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) Grantee
acknowledges that Grantee 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. Grantee
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, Grantee 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.
10. Securities
Laws.
(a) The
Company shall not be obligated to issue any Common Stock pursuant to this
Agreement if, in the opinion of counsel to the Company, the shares to be so
issued are required to be registered or otherwise qualified under the United
States Securities Act of 1933, as amended, or under any other applicable
statute, regulation or ordinance affecting the sale of securities, unless and
until such shares have been so registered or otherwise qualified.
(b) Anything
in this Agreement to the contrary notwithstanding, the Grantee hereby agrees
that Grantee shall not sell, transfer by any means or otherwise dispose of
the
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 Grantee 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.
11. Miscellaneous.
(a) Notice.
Any
notice or other communication required or permitted to be delivered to any
party
under this Agreement shall be in writing and shall be deemed properly delivered,
given and received when delivered (by hand, by certified or registered mail
(return receipt requested, postage prepaid) or by courier or express delivery
service) to the Company at its principal executive office and to the Grantee
at
his address set forth above, or to such other address as either party shall
have
specified by notice in writing to the other.
(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) Interpretations
Binding.
Plan
Administrator interpretations and determinations are binding and
conclusive.
(d) No
Rights of Stockholder.
The
Grantee shall not have any stockholder rights, such as rights to vote or to
receive dividends or other distributions, with respect to any Restricted Stock
Units held by the Grantee.
(e) No
Right to Continued Employment.
Nothing
in the Plan or in this Agreement shall confer on the Grantee any right to
continue in the employ of, or other relationship with, the Company (or with
any
parent, subsidiary or affiliate of the Company) or limit in any way the right
of
the Company (or of any parent, subsidiary or affiliate of the Company) to
terminate the Grantee’s employment or other relationship with the Company (or
with any parent, subsidiary or affiliate of the Company) at any time, with
or
without cause.
(f) No
Right to Further Grants.
Restricted Stock Unit grants are within the discretion of the Board of
Directors, or a Committee designated by the Board of Directors, and no such
grant entitles the Grantee to any further grants.
(g) 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.
(h) 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 in writing
executed by the Grantee and the Company.
(i) 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.
(j) Choice
of Law.
This
Agreement shall be governed by and construed and interpreted in accordance
with
the substantive laws of the State of Florida, without giving effect to any
conflicts of law rule or principle that might require the application of the
laws of another jurisdiction.
(k) 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.
(l) Section
409A.
This
Agreement is intended to comply with the provisions of Section 409A of the
Internal Revenue Code of 1986, as amended (“Section 409A”). To the extent that
the Restricted Stock Units or any payments or benefits provided hereunder are
not considered compliant with Section 409A, the parties agree that the Company
shall take all actions necessary to cause such payments and/or benefits to
become compliant.