SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement |_| Confidential, For Use of the Commission
|X| Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
ParkerVision, Inc.
(Name of Registrant as Specified in Its Charter)
Stacie Wilf
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:1
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials:
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
- --------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
PARKERVISION, INC.
8493 Baymeadows Way
Jacksonville, Florida 32256
--------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 7, 1997
--------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
ParkerVision, Inc. ("Company") will be held at the Anaheim Hilton & Towers
Hotel, 777 Convention Way, Anaheim, California 92802, on November 7, 1997 at
9:00 a.m. local time, for the following purposes:
1. To elect six directors to hold office until the Annual Meeting of
Shareholders in 1998 and until their respective successors have been duly
elected and qualified;
2. To consider and act upon a proposal to amend the 1993 Stock Plan; and
3. To transact such other business as may properly come before the meeting,
and any adjournment(s) thereof.
The transfer books will not be closed for the Annual Meeting. Only
shareholders of record at the close of business on September 25, 1997 will be
entitled to notice of, and to vote at, the meeting and any adjournments thereof.
YOU ARE URGED TO READ THE ATTACHED PROXY STATEMENT, WHICH CONTAINS
INFORMATION RELEVANT TO THE ACTIONS TO BE TAKEN AT THE MEETING. IN ORDER TO
ASSURE THE PRESENCE OF A QUORUM, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING
IN PERSON, PLEASE SIGN AND DATE THE ACCOMPANYING PROXY CARD AND MAIL IT PROMPTLY
IN THE ENCLOSED ADDRESSED, POSTAGE PREPAID ENVELOPE. YOU MAY REVOKE YOUR PROXY
IF YOU SO DESIRE AT ANY TIME BEFORE IT IS VOTED.
By Order of the Board of Directors
Stacie Wilf
Secretary
Jacksonville, Florida
September 29, 1997
<PAGE>
PARKERVISION, INC.
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement and the enclosed form of proxy are furnished in
connection with the solicitation of proxies by the Board of Directors of
ParkerVision, Inc. ("Company") to be used at the Annual Meeting of Shareholders
of the Company to be held at 9:00 a.m. local time, on November 7, 1997 and any
adjournment or adjournments thereof ("Annual Meeting"). The Annual Meeting will
be held at the Anaheim Hilton & Towers Hotel, 777 Convention Way, Anaheim,
California 92802. The matters to be considered at the meeting are set forth in
the attached Notice of Meeting.
The Company's executive offices are located at 8493 Baymeadows Way,
Jacksonville, Florida 32256. This Proxy Statement and the enclosed form of proxy
are first being sent to shareholders on or about September 29, 1997.
Record Date; Voting Securities
The Board of Directors has fixed the close of business on September 25,
1997 as the record date for determination of shareholders entitled to notice of,
and to vote at, the Annual Meeting or any and all adjournments thereof. As of
September 25, 1997, the issued and outstanding voting securities of the Company
were 11,268,828 shares of Common Stock, par value $.01 per share ("Common
Stock"), the holders of which are entitled to one vote for each share of Common
Stock.
Solicitation, Voting and Revocation of Proxies
Proxies in the form enclosed are solicited by and on behalf of the
Board of Directors. The persons named in the proxy have been designated as
proxies by the Board of Directors. Any proxy given pursuant to such solicitation
and received in time for the meeting will be voted as specified in such proxy.
If no instructions are given, proxies will be voted "FOR" the election of the
nominees listed below under the caption "Election of Directors," "FOR" adoption
of the amendment to the 1993 Stock Plan ("Stock Plan") and in the discretion of
the proxies named in the proxy with respect to any other matters properly
brought before the meeting and any adjournments thereof. Any proxy may be
revoked by written notice received by the Secretary of the Company at any time
prior to the voting thereof, by submitting a subsequent proxy or by attending
the Annual Meeting and voting in person. Attendance by a shareholder at the
Annual Meeting does not alone serve to revoke his or her proxy.
The presence, in person or by proxy, of a majority of the votes
entitled to be cast at the meeting will constitute a quorum at the meeting. A
proxy submitted by a stockholder may indicate that all or a portion of the
shares represented by such proxy are not being voted ("stockholder withholding")
with respect to a particular matter. Similarly, a broker may not be permitted to
vote stock ("broker nonvote") held in street name on a particular matter in the
absence of instructions from the beneficial owner of such stock. The shares
subject to a proxy which are not being voted on a particular matter (because of
either stockholder withholding or broker nonvote) will not be considered shares
present and entitled to vote on such matter. These shares, however, may be
considered present and entitled to vote on other matters and will count for
purposes of determining the presence of a quorum, unless the proxy indicates
that such shares are not being voted on any matter at the meeting, in which case
such shares will not be counted for purposes of determining the presence of a
quorum.
1
<PAGE>
The Directors will be elected by a plurality of the votes cast at the
meeting. "Plurality" means that the nominees who receive the highest number of
votes will be elected as the directors of the Company. Consequently, any shares
not voted "FOR" a particular nominee (because of either stockholder withholding
or broker nonvote), will not be counted in such nominee's favor.
The amendment to the Stock Plan, must be approved by the affirmative
vote of a majority of the votes cast at the meeting. Abstentions from voting
with respect to the amendment to the Stock Plan are counted as "votes cast" with
respect to such proposal and, therefore, have the same effect as a vote against
the proposal. Shares deemed present at the meeting but not entitled to vote on
the amendment to the Stock Plan (because of either stockholder withholding or
broker nonvote) are not deemed "votes cast" with respect to such proposal and
therefore will have no effect on such vote.
Annual Report
The Company's Annual Report to Shareholders for the fiscal year ended
on or about December 31, 1996 which contains audited financial statements, is
being mailed with this Proxy Statement on September 29, 1997 to all persons who
were shareholders of record as of the close of business on September 25, 1997.
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information as of September 25,
1997 with respect to the stock ownership of (i) those persons or groups who
beneficially own more than 5% of the Company's Common Stock, (ii) each director
of the Company, (iii) each executive officer whose compensation exceeded
$100,000 in 1996, and (iv) all directors and executive officers of the Company
as a group (based upon information furnished by such persons).
<TABLE>
<CAPTION>
Percent
Amount and Nature of
Name of Beneficial Owner of Beneficial Ownership Class(1)
<S> <C> <C>
Jeffrey Parker(2) 2,908,888(3)(4) 25.4%
J-Parker Family Limited Partnership(5) 2,659,174(4) 23.6%
Todd Parker(2) 1,072,755(6)(7) 9.5%
T-Parker Family Limited Partnership(5) 1,010,255(7) 9.0%
Stacie Parker Wilf(2) 1,080,083(8)(9) 9.6%
S-Parker-Wilf Family Limited Partnership(5) 1,046,583(9) 9.3%
William L. Sammons(10) 57,000(11) .5%
Arthur G. Yeager(12) 12,700(13) .1%
David F. Sorrells(2) 6,700(14) *
Walter Scheuer and certain other persons and entities 747,100(15) 6.6%
All directors and executive officers as a group (seven 5,148,626(16) 44.2%
persons)
- ------------------------
<FN>
* Less than .1%.
(1) Percentage includes all outstanding shares plus, for each person or group,
any shares that person or group has the right to acquire within 60 days
pursuant to options, warrants, conversion privileges or other rights.
(2) The person's address is 8493 Baymeadows Way, Jacksonville, Florida 32256.
(3) Includes 205,500 shares issuable upon immediately exercisable options and
excludes 80,000 shares issuable upon options that may vest in the future.
(4) J-Parker Family Limited Partnership is the record owner of 2,659,174 shares
of Common Stock. Mr. Jeffrey Parker has sole voting and dispositive power
over the shares of Common Stock owned by the J-Parker Family Limited
Partnership, as a result of which Mr. Jeffrey Parker is deemed to be the
beneficial owner of such shares.
2
<PAGE>
(5) The entity's address is 409 S. 17th Street, Omaha, Nebraska 68102.
(6) Includes 62,500 shares issuable upon immediately exercisable options.
(7) T-Parker Family Limited Partnership is the record owner of 1,010,255 shares
of Common Stock. Mr. Todd Parker has sole voting and dispositive power over
the shares of Common Stock owned by the T-Parker Family Limited
Partnership, as a result of which Mr. Todd Parker is deemed to be the
beneficial owner of such shares.
(8) Includes 32,500 shares issuable upon immediately exercisable options and
1,000 shares owned of record by Ms. Wilf's two children over which she
disclaims ownership.
(9) S-Parker Wilf Family Limited Partnership is the owner of 1,046,583 shares
of Common Stock. Ms. Parker Wilf has sole voting and dispositive power over
the shares of Common Stock owned by the S-Parker Wilf Family Limited
Partnership, as a result of which Ms. Parker Wilf is deemed to be the
beneficial owner of such shares.
(10) Mr. Sammons' address is 231 Brattle Road, Syracuse, New York 13203.
(11) Includes 55,000 shares issuable upon immediately exercisable options.
(12) Mr. Yeager's address is 112 W. Adams Street, Suite 1305, Jacksonville,
Florida 32202.
(13) Includes 12,500 shares issuable upon immediately exercisable options.
(14) Includes 6,700 shares issuable upon immediately exercisable options and
excludes 288,800 shares issuable upon options that may vest in the future.
(15) Mr. Scheuer and thirty-two other persons and entities possess the
beneficial ownership as a group of 747,100 shares of Common Stock. Of these
shares, Mr. Walter Scheuer has sole voting and dispositive power over
90,000 shares of Common Stock and shares voting and dispositive power with
other members of the group over 657,100 shares of Common Stock,
representing 5.9% of the outstanding Common Stock. The other members of the
group have reported sole or shared voting and dispositive power over
varying amounts of the shares of Common Stock indicated in the table, but
none claims beneficial ownership of 5% or more of the Common Stock on an
individual basis.
(16) Includes 371,700 shares of Common Stock issuable upon immediately
exercisable options held by directors (see notes 3, 6, 8, 11, 13 and 14
above) and 10,500 shares of Common Stock issuable upon immediately
exercisable options held by an executive officer not included in the table
and excludes 368,800 shares of Common stock issuable upon options that may
vest in the future held by directors (see notes 3 and 14 above) and 49,500
shares of Common Stock issuable upon options that may vest in the future
held by an executive officer not included in the table above.
</FN>
</TABLE>
ELECTION OF DIRECTORS
The persons listed below have been designated by the Board of Directors
as candidates for election as directors to serve until the next annual meeting
of shareholders or until their respective successors have been elected and
qualified. Unless otherwise specified in the form of proxy, the proxies
solicited by management will be voted "FOR" the election of these candidates. In
case any of these nominees become unavailable for election to the Board of
Directors, an event which is not anticipated, the persons named as proxies, or
their substitutes, shall have full discretion and authority to vote or refrain
from voting for any other nominee in accordance with their judgment.
<TABLE>
<CAPTION>
Name Age Director Since Position
<S> <C> <C> <C>
Jeffrey Parker 41 1989 Chairman of the Board, Chief Executive Officer
and President
Stacie Wilf 38 1989 Secretary, Treasurer and Director
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Name Age Director Since Position
<S> <C> <C> <C>
David F. Sorrells 38 1997 Chief Technical Officer and Director
Todd Parker 33 1989 Director
William L. Sammons 77 1993 Director
Arthur G. Yeager 63 1995 Director
</TABLE>
Jeffrey Parker has been Chairman of the Board and Chief Executive Officer
of the Company since its inception in August 1989 and President of the Company
since April 1993. From March 1983 to August 1989, Mr. Parker served as Executive
Vice President and Sales Manager for Parker Electronics, Inc. ("Parker
Electronics"), a joint venture partner with Carrier Corporation performing
research development and marketing for the heating, ventilation and air
conditioning industry.
Stacie Wilf has been the Secretary and Treasurer and a director of the
Company since its inception. From January 1981 to August 1989, Ms. Wilf served
as the Controller and Chief Financial Officer of Parker Electronics.
David F. Sorrells has been the Chief Technical Officer of the Company since
September 1996 and has been a director of the Company since January 1997. From
June 1990 to September 1996, Mr. Sorrells served as Engineering Manager for the
Company.
Todd Parker has been a director of the Company since its inception and was
a Vice President of the Company from inception to June 1997. Mr. Parker will act
as a consultant to the Company through November 1997. From January 1985 to
August 1989, Mr. Parker served as General Manager of Manufacturing for Parker
Electronics.
William L. Sammons has been a director of the Company since October 1993.
From 1981 to 1985, Mr. Sammons was President of the North American Operations of
Carrier Corporation until he retired.
Arthur G. Yeager has been a director of the Company since December 1995.
Mr. Yeager has been a sole practitioner of law specializing in patent, trademark
and copyright laws since 1960. He has an office located in Jacksonville,
Florida. Mr. Yeager provides legal services to the Company as its patent and
trademark attorney.
Messrs. Jeffrey and Todd Parker and Ms. Stacie Wilf are brothers and
sister.
Board Meetings and Committees
During the fiscal year ended December 31, 1996, the Board of Directors
met three times and acted by unanimous consent four times, and with the
exception of Stacie Wilf, who missed one meeting, all directors attended each of
the meetings. The Board of Directors has two committees, the Audit Committee and
the Compensation Committee, the members of which are Arthur G. Yeager and
William Sammons, and Arthur G. Yeager, William Sammons and Todd Parker,
respectively. All the meetings of each committee were attended by all members of
the committee.
Executive Compensation
The following tables summarize the cash compensation paid by the
Company to each of the executive officers (including the Chief Executive
Officer) who were serving as executive officers at the end of the fiscal year
ended December 31, 1996, for services rendered in all capacities to the Company
and its subsidiaries during the fiscal years ended December 31, 1996, 1995 and
1994, options granted to such executive officers during the fiscal year ended
December 31, 1996, and the value of all options granted to such executive
officers at the end of the fiscal year ended December 31, 1996.
4
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Name and Principal Fiscal Year Long Term Compensation
Position Ended 12/31 Annual Compensation Options/SARs (#)
<S> <C> <C> <C>
Jeffrey Parker(1) 1996 100,000 100,000
Chairman, CEO and 1995 148,000 20,000
President 1994 135,500 0
Todd Parker(2) 1996 75,000 0
Vice President 1995 145,000 20,000
1994 145,000 0
================================== ================ ============================ =====================================
<FN>
(1) For the years ended December 31, 1996, 1995 and 1994, Jeffrey Parker
voluntarily reduced his salary from $175,000 annually to $100,000, $148,000
and $135,500, respectively.
(2) For the year ended December 31, 1996, Todd Parker voluntarily reduced his
salary from $145,000 annually to $75,000.
</FN>
</TABLE>
The Company cannot determine, without unreasonable effort or expense,
the specific amount of certain personal benefits afforded to its employees, or
the extent to which benefits are personal rather than business. The Company has
concluded that the aggregate amounts of such personal benefits which cannot be
specifically or precisely ascertained do not in any event exceed, as to each
individual named in the preceding table, the lesser of $50,000 or 10% of the
compensation reported in the preceding table for such individual, or, in the
case of a group, the lesser of 50,000 for each individual in the group, or 10%
of the compensation reported in the preceding table for the group, and that such
information set forth in the preceding table is not rendered materially
misleading by virtue of the omission of the value of such personal benefits.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Number of
Securities % of Total Exercise
Underlying Options/SARs Granted or Base
Options/SARs to Employees in Price Expiration
Name Granted Fiscal Year ($/share) Date
<S> <C> <C> <C> <C>
Jeffrey Parker 100,000 74.0% 13.875 6/19/06
================================ ======================== ========================== =============== ===================
</TABLE>
<TABLE>
<CAPTION>
AGGREGATE FISCAL YEAR-END OPTION/SAR VALUES
Number of Unexercised Options/SARs at Fiscal Value of Unexercised In-the-Money
Year End (#) Options/SARs at Fiscal Year End
Name Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
Jeffrey Parker 170,000 0 $537,500 $0
Todd Parker 20,000 0 $112,500 $0
======================= =========================== ========================== ===================== =====================
</TABLE>
Compensation of Outside Directors
Directors who are not employees of the Company receive no compensation
for serving on the board of directors other than reimbursement of reasonable
expenses incurred in attending meetings. Non-employee directors receive a fee of
$1,000 for each board meeting attended, as well as reimbursement of reasonable
expenses incurred in attending meetings.
5
<PAGE>
1993 Stock Option Plan
In September 1993, the Board of Directors approved the Company's 1993
Stock Plan (the "Stock Plan") pursuant to which an aggregate of 500,000 shares
of Common Stock were initially reserved for issuance in connection with the
benefits available for grant. The Stock Plan was amended on September 19, 1996
and August 22, 1997 by the Board of Directors to raise the number of shares of
Common Stock subject to the Stock Plan to 1,500,000 and 2,000,000, respectively.
The benefits may be granted in any one or in combination of the following: (i)
incentive stock options, (ii) non-qualified stock options, (iii) stock
appreciation rights, (iv) restricted stock awards, (v) stock bonuses, (vi) other
forms of stock benefit, or (vii) cash. Incentive stock options may only be
granted to employees of the Company. Other benefits may be granted to
consultants, directors (whether or not any such director is an employee),
employees and officers of the Company.
To date, 645,000 non-qualified stock options have been granted under
the Stock Plan to directors of the Company. Non-qualified stock options to
purchase 10,000 shares of Common Stock at $5.00 per share were granted on
November 18, 1993 to William L. Sammons, director of the Company. In addition,
non-qualified stock options were granted on December 29, 1995 to William L.
Sammons, Jeffery Parker, Todd Parker and Stacie Wilf to purchase an aggregate of
80,000 shares of Common Stock at an exercise price of $7.875 per share. On June
19, 1996, a non-qualified stock option was granted to Jeffrey Parker to purchase
100,000 shares of Common Stock at an exercise price of $13.875 per share. On
January 9, 1997, non-qualified stock options were granted to William L. Sammons,
Arthur G. Yeager, Jeffrey Parker, Todd Parker and Stacie Wilf to purchase an
aggregate of 175,000 shares of Common Stock at an exercise price of $11.875 per
share. On May 15, 1997, non-qualified stock options were granted to Todd Parker
and David Sorrells to purchase an aggregate of 280,000 shares of Common Stock at
an exercise price of $15.125 per share.
Incentive stock options were granted on December 20, 1995 to Mr.
Sorrells to purchase 16,500 shares of Common Stock at an exercise price of
$6.625 per share. In addition, on January 9, 1997, incentive stock options were
granted to Mr. Sorrells to purchase 33,500 shares of Common Stock at an exercise
price of $11.875 per share. All incentive stock options granted to Mr. Sorrells
vest over a five year period and expire five years from the date they first
become exercisable. To date, incentive stock options to purchase 4,500 shares of
Common Stock have been exercised.
Certain Relationships and Related Transactions
The Company leases its executive offices pursuant to a lease agreement
dated March 1, 1992 with Jeffrey Parker and Barbara Parker. Barbara Parker is
Mr. Parker's mother. The term of the lease expires in 2002 and is renewable for
two additional five-year terms. For the fiscal years ended December 31, 1996 and
1995, the Company incurred $106,500 and $215,551, respectively, in rental
expense under the lease. The Company believes that the terms of the lease are no
less favorable than could have been obtained from an unaffiliated third party.
The Company had a ten-year variable rate subordinated debenture for
$2,772,111, payable to Barbara Parker with interest payments due quarterly
through June 30, 1996, followed by quarterly payments of principal and interest
through June 30, 2003. On December 29, 1995, the Company renegotiated the
variable interest rate with Barbara Parker and amended the subordinated
debenture to lower the interest rate from prime plus 2.5% to prime. This
amendment was retroactive to January 1, 1995. For the year ended December 31,
1996, the Company paid interest totaling $228,699 to Barbara Parker. On April
12, 1996, Barbara Parker converted the entire principal amount due under the
subordinated debenture into 277,211 shares of Common Stock based on the market
price at the time of conversion and the subordinated debenture was canceled.
Interest of $71,483 was paid by the Company to Barbara Parker during the period
January 1, 1996 to April 12, 1996.
6
<PAGE>
The Company had a ten-year variable rate subordinated debenture for
$252,144 payable to Jeffrey Parker with interest payments due quarterly through
June 30, 1996, followed by quarterly payments of principal and interest through
June 30, 2003. The Company had a second ten-year variable rate subordinated
debenture for $220,000 payable to Jeffrey Parker with interest payments due
quarterly through December 31, 1996, followed by quarterly payments of principal
and interest through December 31, 2003. On December 29, 1995, the Company
renegotiated the variable interest rate with Jeffrey Parker and amended the
subordinated debentures to lower the interest rate from prime plus 2.5% to
prime. This amendment was retroactive to January 1, 1995. For the year ended
December 31, 1996, the Company paid interest totaling $38,952 to Jeffrey Parker.
On April 12, 1996, Jeffrey Parker converted the entire principal amount due
under the two subordinated debentures into 47,214 shares of Common Stock based
on the market at the time of conversion and the subordinated debentures were
canceled. Interest of $12,179 was paid by the Company to Jeffrey Parker during
the period January 1, 1996 to April 12, 1996.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers, directors and persons who beneficially own more
than ten percent of a registered class of the Company's equity securities ("ten
percent shareholders") to file reports of ownership and changes in ownership
with the Securities and Exchange Commission ("SEC") and the National Association
of Securities Dealers, Inc. Officers, directors and ten percent shareholders are
charged by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file. Based solely upon its review of the copies of such forms
received by it, or written representations from certain reporting persons that
no Forms 5 were required for those persons, the Company believes that, during
the fiscal year ended December 31, 1996, all filing requirements applicable to
its executive officers, directors, and ten percent stockholders were fulfilled.
APPROVAL OF AMENDMENT
TO
1993 STOCK PLAN
The Stock Plan currently provides for the grant of up to 1,500,000
shares of Common Stock upon the grant of various awards pursuant thereto.
Currently, 1,203,775 shares of Common Stock have been issued or allocated to
various awards, leaving 296,225 shares of Common Stock available for future
awards. Management has determined that the remaining number of shares are
insufficient to adequately provide for future awards to employees and other
eligible persons under the Stock Plan and to enable the Company to attract,
motivate and retain qualified management, executive and other personnel required
to support the development of the Company's business. Management believes that
including equity grants as a portion of employee compensation is an effective
way to align the interests of employees with those of the Company's
shareholders. Consequently, the Board of Directors has approved an amendment to
the Stock Plan to increase from 1,500,000 to 2,000,000 the number of shares of
Common Stock subject to the Stock Plan.
The Board of Directors recommends approval of the amendment to the
Stock Plan.
Summary of the 1993 Stock Plan
Administration
The Stock Plan is administered by the Board or, at its discretion, by a
committee (the "Committee") appointed by the Board, whose members serve at the
pleasure of the Board. (If no Committee is so designated, then all references
herein to "Committee" shall mean the Board.) The Committee has full authority,
subject to the provisions of the Stock Plan, to award (i) stock options,
including both incentive stock options and non-qualified options, (ii)
replacement stock options, (iii) restricted stock, (iv) stock appreciation
rights, (v) bargain purchases of Common Stock, and (vi) other stock based awards
(collectively, "Awards").
7
<PAGE>
The Committee determines, among other things, the persons to whom Awards may be
granted ("Participants"), the specific type of Awards to be granted, the number
of shares of Common Stock subject to each Award, the acquisition price of Common
Stock subject to an Award, any restrictions or limitations on such Awards, and
any vesting, exchange, deferral, surrender, cancellation, acceleration,
termination, exercise or forfeiture provisions related to such Awards. The
interpretation and construction by the Committee of any provisions of, and the
determination of any questions arising under, the Stock Plan or any rule or
regulation established by the Committee pursuant to the Stock Plan, shall be
final, conclusive and binding on all persons interested in the Stock Plan.
Members of the Board generally are elected annually by the shareholders
of the Company and may be removed as provided in the Business Corporation Act of
the State of Florida and the Company's Articles of Incorporation.
Shares Subject to the Stock Plan
The Stock Plan, as amended, authorizes the granting of up to an
aggregate of 2,000,000 shares of the Company's Common Stock to be acquired by
Participants. In order to prevent the dilution or enlargement of the rights of
Participants under the Stock Plan, the number of shares of Common Stock
authorized by the Stock Plan is subject to adjustment by the Board in the event
of any increase or decrease in the number of shares of outstanding Common Stock
resulting from a stock dividend, stock split, reverse stock split, merger,
reorganization, consolidation, recapitalization or other change in corporate
structure affecting the Company's Common Stock. The shares of Common Stock that
may be acquired pursuant to Awards will be made available, in whole or in part,
from authorized and unissued shares of Common Stock or treasury shares (i.e,
shares of Common Stock purchased or acquired by the Company). If any Award
granted under the Stock Plan is forfeited or terminated, the shares of Common
Stock that were available pursuant to such Award shall again be available for
distribution in connection with Awards subsequently granted under the Stock
Plan.
Eligibility
Subject to the provisions of the Stock Plan, Awards may be granted to
employees, officers, directors and consultants of the Company. Awards that are
incentive options may be granted only to persons who, at the time of such grant,
are employees of the Company and persons who before the grant or as a result of
the grant, are not beneficial owners of 10% or more of the combined voting power
of all classes of securities of the Company.
Types of Awards
Options
The Stock Plan provides both for "incentive" stock options ("Incentive
Options") as defined in Section 422A of the Internal Revenue Code of 1986, as
amended (the "Code"), and for options not qualifying as Incentive Options
("Non-qualified Options"). The Committee will determine the number of shares of
Common Stock and the exercise price per share of Common Stock purchasable under
an Incentive or Non-qualified Option (collectively "Options"). The exercise
price of Incentive Options granted under the Stock Plan may not be less than
100% of the fair market value of a share of Common Stock on the date of grant.
Nonqualified options may be granted at any price determined by the Committee,
provided it is not less than the par value of a share of Common Stock.
The Committee determines when Options are to be granted and when they
may be exercised. Subject to any limitations or conditions the Committee may
impose, Options may be exercised, in whole or in part, at any time during the
term of the Option by giving written notice of exercise to the Company
specifying the number of shares of Common Stock to be purchased. Such notice
must be accompanied by payment in full of the purchase price.
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Incentive Options granted under the Stock Plan are exercisable only by
the Participant during his or her employment with the Company. If permitted
under the terms of grant, Incentive Options may be exercised up to three months
after termination of the Participant's employment with the Company and still
afforded the tax treatment applicable to Incentive Options. If the termination
is due to death or disability, an Incentive Option may be exercised by the
executor or administrator of the Participant or the guardian of the Participant
and still afforded the tax treatment applicable to Incentive Options. Incentive
Options granted under the Stock Plan may not be transferred other than by will
or by the laws of descent and distribution.
Generally, all Options granted under the Stock Plan will be exercisable
by employee Participants during their period of employment with the Company.
Subject to determination of the Committee, the period of exercise generally will
be extended where the Participant's employment is terminated due to disability
or death. If the Participant's employment is terminated without cause or due to
normal retirement, subject to determination of the Committee the Option
generally will be exercisable in full for the lesser of one year after
termination or retirement or the balance of the term of the option. In the event
of any other termination of employment of the Participant, any outstanding
Option will terminate immediately. Options are exercisable only if the shares of
Common Stock to be purchased have been registered under the Securities Act of
1933 and applicable state securities laws or, if in the opinion of counsel to
the Company, the shares of Common Stock are exempt from registration.
Replacement Options
The Committee may grant a replacement option ("Replacement Option") to
any Participant who exercises all or part of an Option granted under the Stock
Plan using Common Stock as payment for the purchase price. A Replacement Option
shall grant to the Participant the right to purchase, at the fair market value
as of the date of said exercise and grant, the number of shares of Common Stock
equal to the sum of the number of whole shares of Common Stock (i) used by the
Participant in payment of the purchase price for the Option which was exercised,
and (ii) used by the Participant in connection with applicable withholding taxes
on such transaction. A Replacement Option may not be exercised for six months
following the date of grant, and shall expire on the same date as the Option
which it replaces.
Restricted Stock
The Committee may award shares of restricted stock ("Restricted
Stock"). Shares of Restricted Stock may be awarded either alone or in addition
to other Awards granted under the Stock Plan. The Committee determines the
persons to whom grants of Restricted Stock are made, the number of shares to be
awarded, the price (if any) to be paid for the Restricted Stock by the person
receiving such stock from the Company, the time or times within which awards of
Restricted Stock may be subject to forfeiture (the "Restriction Period"), the
vesting schedule and rights to acceleration thereof, and all other terms and
conditions of the awards.
The Committee may condition the award of Restricted Stock upon the
attainment of specified performance goals or such other factors or criteria as
the Committee may determine.
Restricted Stock awarded under the Stock Plan may not be sold,
exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of
other than to the Company during the applicable Restriction Period. Except for
the foregoing restrictions, the Participant shall, even during the Restriction
Period, have all of the rights of a stockholder, including the right to receive
all dividends declared on, and the right to vote, such shares.
In order to enforce the foregoing restrictions, the Stock Plan requires
that all shares of Restricted Stock awarded to the Participant remain in the
physical custody of the Company until the restrictions on such shares have
terminated.
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Stock Appreciation Rights
The Committee may grant Stock Appreciate Rights ("SARs" or singularly
"SAR") in conjunction with all or part of any Award granted under the Stock
Plan, or may grant SARs on a free-standing basis. In conjunction with
Non-qualified Options, SARs may be granted either at or after the time of the
grant of such Non-qualified Options. In conjunction with Incentive Options, SARs
may be granted only at the time of the grant of such Incentive Options. An SAR
entitles the Participant to surrender to the Company all or a portion of an
Option in exchange for an amount (payable in cash and/or Common Stock as
determined by the Committee) equal to the difference between the fair market
value of one share of Common Stock over the exercise price per share (as
specified by the related Option) multiplied by the number of shares subject to
the SAR. The agreement governing the SAR may limit the maximum amount of
appreciation taken into account under an SAR. An SAR may be restricted to being
exercisable only to the extent that a related Award is exercisable and only upon
surrender of a related Award. In the event of the exercise of an SAR, the
exercise of which is conditioned upon surrender of a related Award, the number
of shares of Common Stock that may be issued under the Stock Plan shall be
reduced by the number of shares of Common Stock covered by the Award or portion
thereof surrendered.
Other Stock Based Awards
The Committee may grant any other cash, stock or stock related awards
to a Participant under the Plan that the Committee deems appropriate, including
but not limited to, the bargain purchase of Common Stock and stock bonuses. Any
such Awards and agreements need not be identical. With respect to any Awards
under which Common Stock are or may in the future be issued (other than Common
Stock issued from the Company's treasury) for consideration other than prior
services, the amount of such consideration shall be equal to the amount (such as
the par value of such Common Stock) required to be received by the Company in
order to comply with applicable state law.
Shares of stock subject to stock based awards may not be sold,
assigned, transferred, pledged or otherwise encumbered, prior to the date the
shares are issued.
Payment Terms
The purchase price of Common Stock subject to an Award shall be paid in
cash. The Committee, in its discretion, may provide that any Award by its terms
may permit a Participant to elect alternative settlement methods from the
following: (a) cash equal to the excess of the value of one share of Common
Stock over the Award or purchase price times the number of shares of Common
Stock as to which the Award is exercised; (b) the number of full shares of
Common Stock having an aggregate value not greater than the cash amount
calculated under alternative (a); or (c) any combination of cash and stock
having an aggregate value not greater than the cash amount calculated under
alterative (a).
Withholding Taxes
Upon the exercise of any Award granted under the Stock Plan, the
Participant may be required to remit to the Company an amount sufficient to
satisfy all federal, state and local withholding tax requirements prior to
delivery of any certificate or certificates for shares of Common Stock. Subject
to certain stringent limitations under the Stock Plan and at the discretion of
the Company, the Participant may satisfy these requirements by electing to have
the Company withhold a portion of the shares to be received upon the exercise of
the Award or tender other shares of Common Stock having a value equal to the
amount of the withholding tax due under applicable federal, state and local
laws.
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Other Terms and Conditions
Agreements
Awards granted under the Stock Plan will be evidenced by written
agreements consistent with the Stock Plan in such form as the Committee may
prescribe. Neither the Stock Plan nor agreements thereunder confer any right to
continued employment or rights as a shareholder of the Company upon any
Participant.
Term; Amendments to and Termination of the Stock Plan
The Stock Plan was adopted by the Board and approved by the
Stockholders on September 10, 1993 ("Effective Date"). The Stock Plan was
amended to increase the number of shares under the Stock Plan on September 19,
1996 from 500,000 shares to 1,500,000 shares, which amendment was approved by
the shareholders at the 1996 Annual Meeting. The current amendment to increase
the number of shares under the Stock Plan from 1,500,000 shares to 2,000,000
shares was adopted by the Board of Directors on August 22, 1997.
Unless terminated by the Board, the Stock Plan shall continue to remain
effective until such time as no further Awards may be granted and all Awards
granted under the Stock Plan are no longer outstanding. Notwithstanding the
foregoing, grants of Incentive Options may only be made during the ten-year
period following the Effective Date.
The Board may at any time, and from time to time, amend, alter, suspend
or discontinue any of the provisions of the Stock Plan, but no amendment,
alteration, suspension or discontinuance shall be made which would impair the
rights of a Participant under any Award theretofore issued under the Stock Plan,
without his or her consent.
Federal Income Tax Consequences
The following discussion of the federal income tax consequences of
participation in the Stock Plan is only a summary of the general rules
applicable to the grant and exercise of stock options and does not purport to
give specific details on every variable and does not cover, among other things,
state, local and foreign tax treatment of participation in the Stock Plan. The
information is based on present law and regulations, which are subject to being
changed prospectively or retroactively.
Incentive Options
The Participant will recognize no taxable income and the Company will
not qualify for any deduction upon the grant or exercise of an Incentive Option.
Upon a disposition of the shares underlying the option after the later of two
years from the date of grant or one year after the issuance of the shares to the
Participant, the Participant will recognize the difference, if any, between the
amount realized and the exercise price as long-term capital gain or long-term
capital loss (as the case may be) if the shares are capital assets. The excess,
if any, of the fair market value of the shares on the date of exercise of an
Incentive Option over the exercise price will be treated as an item of
adjustment in computing the alternative minimum tax for a Participant's taxable
year in which the exercise occurs and may result in an alternative minimum tax
liability for the Participant. If the Common Stock acquired upon the exercise of
an Incentive Option are disposed of before expiration of the necessary holding
period of two years from the date of the grant of the Option and one year after
the exercise of the Option, (i) the Participant will recognize ordinary
compensation income in the taxable year of disposition in an amount equal to the
excess, if any, of the lesser of the fair market value of the shares on the date
of exercise or the amount realized on the disposition of the shares, over the
exercise price paid for such shares; and (ii) the Company will qualify for a
deduction equal to any such amount recognized, subject to the limitation that
the compensation be reasonable. The Participant will recognize the excess, if
any, of the amount realized over the fair market value of the shares on the date
of exercise, if the
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shares are capital assets, as short-term or long-term capital gain, depending on
the length of time that the Participant held the shares, and the Company will
not qualify for a deduction with respect to such excess. In the case of a
disposition of shares in the same taxable year as the exercise of the Option,
where the amount realized on the disposition is less than the fair market value
of the shares on the date of exercise, there will be no adjustment since the
amount treated as an item of adjustment, for alternative minimum tax purposes,
is limited to the excess of the amount realized on such disposition over the
exercise price, which is the same amount included in regular taxable income.
Non-qualified Options
With respect to Non-qualified Options (i) upon grant of the Option, the
Participant will recognize no income; (ii) upon exercise of the Option (if the
Common Stock are not subject to a substantial risk of forfeiture), the
Participant will recognize ordinary compensation income in an amount equal to
the excess, if any, of the fair market value of the shares on the date of
exercise over the exercise price, and the Company will qualify for a deduction
in the same amount, subject to the requirement that the compensation be
reasonable; and (iii) the Company will be required to comply with applicable
Federal income tax withholding requirements with respect to the amount of
ordinary compensation income recognized by the Participant. On a disposition of
the shares, the Participant will recognize gain or loss equal to the difference
between the amount realized and the sum of the exercise price and the ordinary
compensation income recognized. Such gain or loss will be treated as capital
gain or loss if the shares are capital assets and as short-term or long-term
capital gain or loss, depending upon the length of time that the Participant
held the shares.
If the shares acquired upon exercise of a Non-qualified Option are
subject to a substantial risk of forfeiture, the Participant will recognize
income at the time when the substantial risk of forfeiture is removed and the
Company will qualify for a corresponding deduction at such time.
Stock Appreciation Rights
A Participant who receives an SAR will recognize no income on the grant
of such SAR but he or she will recognize ordinary compensation income equal to
the cash received, and the Company will qualify for a deduction of equal amount
subject to the reasonableness of compensation limitation.
Restricted Stock
A Holder who receives Restricted Stock will recognize no income on the
grant of the Restricted Stock and the Company will not qualify for any
deduction. At the time the Restricted Stock is no longer subject to a
substantial risk of forfeiture, a Holder will recognize ordinary compensation
income in an amount equal to the excess, if any, of the fair market value of the
Restricted Stock at the time the restriction lapses over the consideration paid
for the Restricted Stock. A Holder's shares are treated as being subject to a
substantial risk of forfeiture so long as his or her sale of the shares at a
profit could subject him or her to a suit under Section 16(b) of the Exchange
Act. The holding period to determine whether the Holder has long-term or
short-term capital gain or loss begins when the Restriction Period expires, and
the tax basis for the shares will generally be the fair market value of the
shares on such date.
A Holder may elect, under Section 83(b) of the Code, within 30 days of
the transfer of the Restricted Stock, to recognize ordinary compensation income
on the date of transfer in an amount equal to the excess, if any, of the fair
market value on the date of such transfer of the shares of Restricted Stock
(determined without regard to the restrictions) over the consideration paid for
the Restricted Stock. If a Holder makes such election and thereafter forfeits
the shares, no ordinary loss deduction will be allowed. Such forfeiture will be
treated as a sale or exchange upon which there is realized loss equal to the
excess, if any, of the consideration paid for the shares over the amount
realized on such forfeiture. Such loss will be a capital loss if the shares are
capital assets. If a Holder makes an election under Section 83(b), the holding
period will
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commence on the day after the date of transfer and the tax basis will equal the
fair market value of shares (determined without regard to the restrictions) on
the date of transfer.
On a disposition of the shares, a Holder will recognize gain or loss
equal to the difference between the amount realized and the tax basis for the
shares.
Whether or not the Holder makes an election under Section 83(b), the
Company generally will qualify for a deduction (subject to the reasonableness of
compensation limitation) equal to the amount that is taxable as ordinary income
to the Holder, in its taxable year in which such income is included in the
Holder's gross income. The income recognized by the Holder will be subject to
applicable withholding tax requirements.
Dividends paid on Restricted Stock which is subject to a substantial
risk of forfeiture generally will be treated as compensation that is taxable as
ordinary compensation income to the Holder and will be deductible by the Company
subject to the reasonableness limitation. If, however, the Holder makes a
Section 83(b) election, the dividends will be treated as dividends and taxable
as ordinary income to the Holder, but will not be deductible by the Company.
Deferred Stock
A Holder who receives an award of Deferred Stock will recognize no
income on the grant of such award. However, he or she will recognize ordinary
compensation income on the transfer of the Deferred Stock (or the later lapse of
a substantial risk of forfeiture to which the Deferred Stock is subject, if the
Holder does not make a Section 83(b) election), in accordance with the same
rules as discussed above under the caption "Restricted Stock."
INDEPENDENT ACCOUNTANTS
The Company has selected Arthur Andersen LLP as its independent
accountants for the year ending December 31, 1997. A representative of Arthur
Andersen LLP is expected to be present at the meeting with an opportunity to
make a statement if he desires to do so and is expected to be available to
respond to appropriate questions.
SOLICITATION OF PROXIES
The cost of proxy solicitations will be borne by the Company. In
addition to solicitations of proxies by use of the mails, some officers or
employees of the Company, without additional remuneration, may solicit proxies
personally or by telephone. The Company may also request brokers, dealers, banks
and their nominees to solicit proxies from their clients where appropriate, and
may reimburse them for reasonable expenses related thereto.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the annual
meeting to be held in 1998 must be received at the Company's offices by May 21,
1998 for inclusion in the proxy materials relating to that meeting.
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OTHER BUSINESS
Action may be taken on the business to be transacted at the meeting on
the date provided in the Notice of the Annual Meeting or any date or dates to
which an original or later adjournment of such meeting may be adjourned. As of
the date of this Proxy Statement, the management does not know of any other
matters to be presented at the meeting. If, however, other matters properly come
before the meeting, whether on the original date provided in the Notice of
Annual Meeting or any dates to which any original or later adjournment of such
meeting may be adjourned, it is intended that the holders of the proxy will vote
in accordance with their best judgment.
By Order of the Board of Directors
Stacie Wilf
Secretary
Jacksonville, Florida
September 29, 1997
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APPENDIX I
Adopted: September 10, 1993
Amended: September 19, 1996
Amended: August 22, 1997
PARKERVISION, INC.
1993 STOCK PLAN
Article I
Name And Purpose
1.1 Name. The name of the plan shall be the ParkerVision, Inc. 1993 Stock
Plan ("Plan").
1.2 Purpose. The purpose of the Plan is to enable Employees and Outside
Consultants to share in the growth and prosperity of the Company by encouraging
stock ownership by Employees and Outside Consultants and to assist the Company
to obtain and retain skilled personnel and consultants. Incentive Stock Options,
Non-qualified Stock Options, Restricted Shares, bargain stock, Stock
Appreciation Rights, bonuses of Company Stock, and other types of stock awards
and cash may be granted under this Plan.
Article II
Definitions
2.1 "Board" shall mean the Board of Directors of the Company.
2.2 "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.3 "Committee" shall mean a committee comprised of two or more Directors
appointed by the Board.
2.4 "Company" shall mean ParkerVision, Inc., a Delaware corporation.
2.5 "Company Stock" shall mean shares of common stock issued by the
Company.
2.6 "Director" shall mean any person who is a member of the Board.
2.7 "Employee" shall mean any person employed on a full time basis by the
Company.
2.8 "Incentive Stock Option" shall mean any option granted to a Participant
under the Plan, which the Board intends at the time it is granted to be an
incentive stock option within the meaning of Section 422 of the Code.
2.9 "Nonqualified Stock Option" shall mean any stock option granted under
the Plan which is not an Incentive Stock Option.
2.10 "Optionee" shall mean any Employee or Outside Consultant who is
granted options under the Plan.
2.11 "Outside Consultant" shall mean a Director or any other individual who
is not an Employee but provides services to the Company.
2.12 "Participant" shall mean any Employee or Outside Consultant who meets
the requirements for participation in the Plan as described in Article III.
2.13 "Qualifying Stock" shall mean Company Stock which has been owned by
the Employee or the Outside Consultant for at least six (6) months prior to the
date of exercise of an option granted pursuant to this Plan and has not been
used in a stock-for-stock swap transaction within the preceding six months.
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Article III
Eligibility And Participation
3.1 Eligibility. Every Employee and Outside Consultant shall be
eligible to become a Participant in the Plan.
3.2 Participation. The Employees and Outside Consultants who shall
participate in the Plan and thereby be eligible to receive awards shall be such
Employees and Outside Consultants as the Board shall select from time to time in
its sole discretion. The Board shall determine the number of and the combination
of stock options, Restricted Shares, Stock Appreciation Rights and other stock
awards and Benefits granted to Employees and Outside Consultants.
Article IV
Type Of Benefits
Benefits under the Plan ("Benefits") may be granted in any one or any
combination of: (i) Incentive Stock Options, (ii) Nonqualified Stock Options,
(iii) Stock Appreciation Rights, (iv) Restricted Shares awards, (v) bargain
purchase of Company Stock, (vi) bonuses of Company Stock, (vii) any other form
of stock benefit, or (viii) cash. However, Incentive Stock Options may only be
granted to Employees. Without limiting the Board's authority, the Board may: (a)
make the grant of Benefits conditional upon an election by a Participant to
defer payment of a portion of his or her salary, (b) give a Participant a choice
between two Benefits or combination of Benefits, (c) award Benefits in the
alternative so that acceptance or exercise of one Benefit by a Participant
cancels the right of such Participant to another, (d) award Benefits in any
combination or combinations and subject to any condition or conditions
consistent with the terms of the Plan that the Board in its sole direction may
determine, and (e) provide any vesting schedule (including immediate vesting) as
the Board deems appropriate.
Article V
Shares Subject To Plan
The total number of shares for which options and other Company Stock
awards may be granted under this Plan shall not exceed in the aggregate
2,000,000 shares of Company Stock. This number shall be appropriately adjusted
if the number of issued shares of Company Stock shall be increased or reduced by
change in par value, combination, split up, reclassification, distribution of a
dividend payable in stock, or the like. The shares issued under the Plan may be
authorized and unissued shares or treasury shares. In the event that any
outstanding option or other Benefit (except Restricted Shares) issued pursuant
to the Plan shall expire or terminate, the shares allocable to the unexercised
or forfeited portion of such Benefit may again be subject to an award under the
Plan.
Article VI
Options
The Board from time to time may grant Incentive Stock Options and
Nonqualified Stock Options, provided however, that only Employees shall be
entitled to receive Incentive Stock Options. Each option agreement between the
Company and a Participant shall be in such form and shall contain such
provisions as the Board from time to time shall deem appropriate. Option
agreements need not be identical. The option agreements shall specify whether or
not an option is an Incentive Stock Option. The terms of Incentive Stock Options
granted shall include the following:
(a) The option price shall be fixed by the Board in good faith, but in
no event be less than 100% of the fair market value of the shares subject to the
option on the date the option is granted.
(b) The Board shall fix the term or duration of all Incentive Stock
Options issued under this Plan provided that such term shall not exceed ten
years after the date on which the option was granted. The Board shall also set
the date or dates on, or after which, each option may be exercised.
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(c) The aggregate fair market value, determined as of the time the
Incentive Stock Option is granted, of the stock which may become exercisable for
the first time by any Employee during any calendar year shall not exceed
$100,000.
(d) Each Incentive Stock Option agreement (and amendments) shall
contain such terms and provisions, consistent with the requirements of this
Plan, as the Board in its discretion shall determine, including without
limitation, such terms and provisions as shall be requisite to cause the options
to qualify as Incentive Stock Options.
Notwithstanding any other provisions of the Plan, no Incentive Stock
Option shall be granted to an Employee who, at the time the option is granted,
owns stock representing more than ten percent of the total combined voting power
of all classes of stock of the Company. This stock ownership limitation will not
apply if the option price is at least 110 percent of the fair market value (at
the time the option is granted) of the stock subject to the option, and the
option by its terms is not exercisable more than five years from the date it is
granted. Prior to January 1, 1997, Nonqualified Stock Options shall not be
granted at an exercise price less than the fair market value of the Company
Stock on the date of the grant; on or after January 1, 1997, Nonqualified Stock
Options may be granted at an exercise price determined by the Board, but not
less than the par value of the Company Stock. Options and similar Benefits
(including Stock Appreciation Rights) shall not be transferrable otherwise than
by will or the laws of descent and distribution, and during the Participant's
lifetime such a Benefit shall be exercisable only by the Participant. The Board
may grant a replacement option ("Replacement Option") to any Participant who
exercises all or part of an option granted under this Plan using Qualifying
Stock as payment for the purchase price. A Replacement Option shall grant to the
Participant the right to purchase, at the fair market value as of the date of
said exercise and grant, the number of shares of stock equal to the sum of the
number of whole shares (i) used by the Participant in payment of the purchase
price for the option which was exercised, and (ii) used by the Participant in
connection with applicable withholding taxes on such transaction. A Replacement
Option may not be exercised for six months following the date of grant, and
shall expire on the same date as the option which it replaces.
Article VII
Restricted Shares
The Board from time to time may award restricted shares ("Restricted
Shares") to any Participant in the Plan. Each Participant who is awarded
Restricted Shares shall enter into an agreement with the Company in a form
specified by the Board agreeing to the terms and conditions of the award and
such other matters consistent with the Plan as the Board in its sole discretion
shall determine. Restricted Shares awarded to Participants may not be sold,
transferred, pledged or otherwise encumbered during the restricted period
commencing on the date of the award and ending at such later date as the Board
may designate at the time of the award. The Participant shall have the entire
beneficial ownership and all rights and privileges of a shareholder with respect
to Restricted Shares awarded to him, including the right to receive dividends
and the right to vote such Restricted Shares. The Board may provide any other
terms or conditions with regard to Restricted Shares that it deems appropriate.
Restricted Shares and agreements related thereto need not be identical.
Article VIII
Stock Appreciation Rights
The Board from time to time may grant stock appreciation rights ("Stock
Appreciation Rights") to any Participant in the Plan. A Stock Appreciation Right
shall be evidenced by a Stock Appreciation Right agreement between the Company
and the Participant which shall contain such terms and conditions consistent
with the Plan as the Board from time to time shall deem appropriate. A Stock
Appreciation Right may be satisfied by the Company in cash or in shares of
Company Stock, as determined by the Board. The agreement may limit the maximum
amount of appreciation taken into account under a Stock Appreciation Right. A
Stock Appreciation Right may be granted in conjunction with an Incentive Stock
Option, a Nonqualified Stock Option, Restricted Shares, or any other award
hereunder. At the discretion of the Board, a Stock Appreciation Right may be
exercisable only to the extent that a related award is exercisable and only upon
surrender of a related award. In the event of the exercise of a Stock
Appreciation Right, the exercise of which is conditioned upon surrender of a
related award, the number of shares that may be issued under this Plan shall be
reduced by the number of shares
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covered by the award or portion thereof surrendered. The Board may provide any
other terms or conditions with regard to Stock Appreciation Rights that it deems
appropriate. Stock Appreciation Rights and agreements related thereto need not
be identical.
Article IX
Other Awards
The Board may grant any other cash, stock or stock related awards to a
Participant under this Plan that the Board deems appropriate, including but not
limited to, the bargain purchase of Company Stock and stock bonuses. Any such
Benefits and any related agreements shall contain such terms and conditions as
the Board deems appropriate. Such awards and agreements need not be identical.
With respect to any Benefit under which shares of Company Stock are or may in
the future be issued (other than shares issued from the Company's treasury) for
consideration other than prior services, the amount of such consideration shall
be equal to the amount (such as the par value of such shares) required to be
received by the Company in order to comply with applicable state law.
Article X
Administration
The Plan shall be administered by the Board; however, the Board may, by
resolution, designate the Committee to administer the Plan and exercise and
perform the rights and duties of the Board under the Plan. A majority vote of
the Board (or if designated, the Committee) at which a quorum is present, or
acts reduced to or approved in writing by a majority of the members of the Board
(or Committee), shall be the valid acts of the Board (and the Committee) for the
purposes of the Plan. The Board (or if designated, the Committee) shall have
plenary authority in its discretion, but subject to the express provisions of
the Plan, to determine the terms of all Benefits granted under the Plan,
including without limitation, the purchase price, if any, the Employees and
Outside Consultants to whom, and the time or times at which, Benefits shall be
granted, when an option can be exercised or Restricted Shares, Stock
Appreciation Rights and other Benefits become forfeitable, and whether in whole
or in installments, and the number of shares covered by a Benefit, and to
interpret the Plan and to make all other determinations deemed advisable for the
administration of the Plan. Without limiting the foregoing, in making such
determinations, the Board (or if designated, the Committee) shall take into
account the nature of a Participant's duties, the present and potential
contributions of a Participant to the success of the Company, and such other
factors as the Board (or the Committee) shall deem relevant. The Board (or the
Committee) may designate Employees of the Company to assist it in the
administration of the Plan and may grant authority to such persons to execute
option agreements or other documents on its behalf. Payment in full for the
number of shares purchased under any Benefit, including an option, shall be made
to the Company at the time of such exercise.
Article XI
Alternative Settlement Methods
The Board, in its discretion, may provide that any Benefit by its terms
may permit a Participant to elect, subject to Board approval, any of the
following alternative settlement methods: (a) cash equal to the excess of the
value of one share over the option or purchase price times the number of shares
as to which the award is exercised, (b) the number of full shares having an
aggregate value not greater than the cash amount calculated under alternative
(a), or (c) any combination of cash and stock having an aggregate value not
greater than the cash amount calculated under alternative (a). For purposes of
determining an alternative settlement, the value per share shall be determined
under the same method as used to determine the option price in the case of stock
options. Payment for such shares shall be made in cash, or with the consent of
the Board, in shares of Qualifying Stock, or a combination thereof. The Board
may make such rules and regulations and establish such procedures as it deems
appropriate for the administration of the Plan. In the event of a disagreement
as to the interpretation of the Plan or any amendments thereto or any rule,
regulation or procedure thereunder, or as to any right or obligation arising
from or related to the Plan, the decision of the Board shall be final and
binding. No member of the Board shall be liable for any action or determination
made in good faith with respect to the Plan or any Benefit granted under it.
4
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Article XII
Adjustment Upon Changes Of Stock
If any change is made to the shares of Company Stock by reason of any
merger, consolidation, reorganization, recapitalization, stock dividend, split
up, combination of shares, exchange of shares, change in corporate structure, or
otherwise, appropriate adjustments shall be made by the Board to the kind and
maximum number of shares subject to the Plan and the kind and number of shares
and price per share of stock subject to each outstanding Benefit. No fractional
shares of stock shall be issued under the Plan on account of any such
adjustment, and rights to shares always shall be limited after such an
adjustment to the lower full share.
Article XIII
Miscellaneous
13.1 Continuation of Employment. Neither this Plan nor any Benefit
granted hereunder shall confer upon any Employee or any Outside Consultant any
right to continue in the employment of the Company or limit in any respect the
right of the Company to terminate an Outside Consultant's services or an
Employee's employment at any time.
13.2 Withholding. With respect to any payments made to Participants
under the Plan, the Company shall have the right to withhold any taxes required
by law to be withheld because of such payments. With respect to any such
withholding:
(a) Each Participant shall take whatever action that the Board deems
appropriate to comply with the law regarding withholding of federal, state and
local taxes.
(b) When a Participant is obligated to pay the Company an amount
required to be withheld under applicable income tax laws in connection with a
Benefit, the Board may, in its discretion and subject to such rules as it may
adopt, permit the Participant to satisfy this obligation, in whole or in part,
either (i) by having the Company withhold from the shares to be issued upon the
exercise of an option or a Stock Appreciation Right or upon the receipt of a
Benefit, shares having a fair market value that would satisfy the withholding
amount due, or (ii) by delivering to the Company already owned shares to satisfy
the withholding amount.
13.4 Effective Date. This Plan shall be effective upon adoption hereof
by the Board as evidenced below. Benefits hereunder may be granted at any time
subject to the limitations contained within the Plan.
Article XIV
Amendment And Termination
14.1 Amendment. The Board may amend the Plan from time to time as it
deems desirable and shall make any amendments which may be required so that
options intended to be Incentive Stock Options shall at all times continue to be
Incentive Stock Options for the purposes of the Code; provided however, the Plan
may not be amended to change the number of shares subject to the Plan or
decrease the price at which Incentive Stock Options may be granted.
14.2 Termination of Plan. The Board may in its discretion terminate the
Plan at any time, but no such termination shall deprive Participants of their
rights under outstanding Benefits. Notwithstanding the preceding sentence, no
Incentive Stock Options may be granted pursuant to the Plan later than ten years
after the date the Plan was adopted by the Board.
Effective Date (date of adoption of the
Plan by Board): September 13, 1993
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PARKERVISION, INC. - PROXY
Solicited By The Board Of Directors
for Annual Meeting To Be Held on November 7, 1997
P The undersigned Stockholder(s)of ParkerVision, Inc., a Florida corporation
("Company"), hereby appoints Jeffrey Parker and Todd Parker, or either of
R them, with full power of substitution and to act without the other, as the
agents, attorneys and proxies of the undersigned, to vote the shares
O standing in the name of the undersigned at the Annual Meeting of Stockholders
of the Company to be held on November 7, 1997 and at all adjournments
X thereof. This proxy will be voted in accordance with the instructions given
below. If no instructions are given, this proxy will be voted FOR all of the
Y following proposals.
1. Election of the following Directors:
FOR all nominees listed below except WITHHOLD AUTHORITY to vote for all
as marked to the contrary below |_| nominees listed below|_|
Jeffrey Parker, Todd Parker, Stacie Wilf, David F. Sorrells,
William L. Sammons and Arthur G. Yeager
INSTRUCTIONS: To withhold authority to vote for any individual
nominee, write that nominee's name in the space below.
-----------------------------------------------------
2. Approve the amendment to the 1993 Stock Plan.
FOR |_| AGAINST |_| ABSTAIN |_|
3. In their discretion, the proxies are authorized to vote upon such other
business as may come before the meeting or any adjournment thereof.
|_| I plan on attending the Annual Meeting.
Date: ________, 1997
_______________________
Signature
________________________
Signature if held jointly
Please sign exactly as name appears above. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
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