2011 Long-Term Incentive Equity
1.1. Purpose . The purpose of
the Parkervision, Inc. 2011 Long-Term Incentive Equity Plan
(“Plan”) is to enable the Company to offer to its
employees, officers, directors and consultants whose past, present
and/or potential contributions to the Company and its Subsidiaries
have been, are or will be important to the success of the Company,
an opportunity to acquire a proprietary interest in the Company.
The various types of long-term incentive awards that may be
provided under the Plan will enable the Company to respond to
changes in compensation practices, tax laws, accounting regulations
and the size and diversity of its businesses.
1.2. Definitions . For
purposes of the Plan, the following terms shall be defined as set
(a) “Agreement” means the
agreement between the Company and the Holder, or such other
document as may be determined by the Committee, setting forth the
terms and conditions of an award under the Plan.
(b) “Board” means the Board of
Directors of the Company.
(c) “Code” means the Internal
Revenue Code of 1986, as amended from time to time.
(d) “Committee” means the
committee of the Board designated to administer the Plan as
provided in Section 2.1.
(e) “Common Stock” means the
Common Stock of the Company, par value $0.01 per share.
(f) “Company” means
Parkervision, Inc., a corporation organized under the laws of the
State of Florida.
(g) “Disability” means
physical or mental impairment as determined under procedures
established by the Committee for purposes of the Plan.
(h) “Effective Date” means the
date determined pursuant to Section 11.1.
(i) “Fair Market Value,”
unless otherwise required by any applicable provision of the Code
or any regulations issued thereunder, means, as of any given date:
(i) if the Common Stock is listed on a national securities exchange
or The Nasdaq Stock Market, LLC (“Nasdaq”), the last
sale price of the Common Stock in the principal trading market for
the Common Stock on such date, as reported by the exchange or
Nasdaq, as the case may be; (ii) if the Common Stock is not listed
on a national securities exchange or Nasdaq, but is traded in the
over-the-counter market, the closing bid price for the Common Stock
on such date, as reported by the OTC Bulletin Board or Pink Sheets,
LLC or similar publisher of such quotations; and (iii) if the fair
market value of the Common Stock cannot be determined pursuant to
clause (i) or (ii) above, such price as the Committee shall
determine, in good faith.
(j) “Holder” means a person
who has received an award under the Plan.
(k) “Incentive Stock Option”
means any Stock Option intended to be and designated as an
“incentive stock option” within the meaning of Section
422 of the Code.
(l) “Non-qualified Stock
Option” means any Stock Option that is not an Incentive Stock
(m) “Normal Retirement” means
retirement from active employment with the Company or any
Subsidiary on or after such age which may be designated by the
Committee as “retirement age” for any particular
Holder. If no age is designated, it shall be 65.
(n) “Other Stock-Based Award”
means an award under Section 8 that is valued in whole or in part
by reference to, or is otherwise based upon, Common
(o) “Parent” means any present
or future “parent corporation” of the Company, as such
term is defined in Section 424(e) of the Code.
(p) “Plan” means the
Parkervision, Inc. 2011 Long-Term Incentive Equity Plan, as
hereinafter amended from time to time.
(q) “Repurchase Value” shall
mean the Fair Market Value if the award to be settled under Section
2.2(e) or repurchased under Section 5.2(k) or 9.2 is comprised of
shares of Common Stock and the difference between Fair Market Value
and the Exercise Price (if lower than Fair Market Value) if the
award is a Stock Option or Stock Appreciation Right; in each case,
multiplied by the number of shares subject to the award.
(r) “Restricted Stock” means
Common Stock received under an award made pursuant to
Section 7 that is subject to restrictions under Section
(s) “SAR Value” means the
excess of the Fair Market Value (on the exercise date) over (a) the
exercise price that the participant would have otherwise had to pay
to exercise the related Stock Option or (b) if a Stock Appreciation
Right is granted unrelated to a Stock Option, the Fair Market Value
of a share of Common Stock on the date of grant of the Stock
Appreciation Right, in either case, multiplied by the number of
shares for which the Stock Appreciation Right is
(t) “Stock Appreciation Right”
means the right to receive from the Company, without a cash payment
to the Company, a number of shares of Common Stock equal to the SAR
Value divided by the Fair Market Value (on the exercise
(u) “Stock Option” or
“Option” means any option to purchase shares of Common
Stock which is granted pursuant to the Plan.
(v) “Subsidiary” means any
present or future “subsidiary corporation” of the
Company, as such term is defined in Section 424(f) of the
(w) “Vest” means to become
exercisable or to otherwise obtain ownership rights in an
2.1. Committee Membership
. The Plan shall be administered by a Committee of the Board
of at least two directors, all of whom are “outside
directors” within the meaning of the regulations
162(m) of the Code and “non-employee” directors within
the meaning of Rule 16b-3 under the Securities Exchange Act of
1934, as amended. Committee members shall serve for such term as
the Board may in each case determine and shall be subject to
removal at any time by the Board.
2.2. Powers of Committee . The
Committee shall have full authority to award, pursuant to the terms
of the Plan: (i) Stock Options, (ii) Stock Appreciation Rights,
(iii) Restricted Stock, and/or (iv) Other Stock-Based Awards. For
purposes of illustration and not of limitation, the Committee shall
have the authority (subject to the express provisions of this
(a) to select the officers,
employees, directors and consultants of the Company or any
Subsidiary to whom Stock Options, Stock Appreciation Rights,
Restricted Stock and/or Other Stock-Based Awards may from time to
time be awarded hereunder;
(b) to determine the terms and
conditions, not inconsistent with the terms of the Plan, of any
award granted hereunder (including, but not limited to, number of
shares, share exercise price or types of consideration paid upon
exercise of such options, such as other securities of the Company
or other property, any restrictions or limitations, and any
vesting, exchange, surrender, cancellation, acceleration,
termination, exercise or forfeiture provisions, as the Committee
(c) to determine any specified
performance goals or such other factors or criteria which need to
be attained for the vesting of an award granted
(d) to determine the terms and
conditions under which awards granted hereunder are to operate on a
tandem basis and/or in conjunction with or apart from other equity
awarded under this Plan and cash and non-cash awards made by the
Company or any Subsidiary outside of this Plan; and
(e) to make payments and
distributions with respect to awards ( i.e ., to
“settle” awards) through cash payments in an amount
equal to the Repurchase Value.
The Committee may not modify or amend any
outstanding Option or Stock Appreciation Right to reduce the
exercise price of such Option or Stock Appreciation Right, as
applicable, below the exercise price as of the date of grant of
such Option or Stock Appreciation Right. In addition, no
Option or Stock Appreciation Right may be granted in exchange for,
or in connection with, the cancellation or surrender of an Option
or Stock Appreciation Right or other award having a higher exercise
Notwithstanding anything to the contrary, the
Committee shall not grant to any one Holder in any one calendar
year awards for more than 1,500,000 shares in the
2.3. Interpretation of Plan
(a) Committee Authority
. Subject to Section 10, the Committee shall have the
authority to adopt, alter and repeal such administrative rules,
guidelines and practices governing the Plan as it shall from time
to time deem advisable to interpret the terms and provisions of the
Plan and any award issued under the Plan (and to determine the form
and substance of all agreements relating thereto), and to otherwise
supervise the administration of the Plan. Subject to Section 10,
all decisions made by the Committee pursuant to the provisions of
the Plan shall be made in the Committee’s sole discretion and
shall be final and binding upon all persons, including the Company,
its Subsidiaries and Holders.
(b) Incentive Stock Options
. Anything in the Plan to the contrary notwithstanding, no
term or provision of the Plan relating to Incentive Stock Options
(including but not limited to Stock
rights granted in conjunction with an Incentive Stock Option) or
any Agreement providing for Incentive Stock Options shall be
interpreted, amended or altered, nor shall any discretion or
authority granted under the Plan be so exercised, so as to
disqualify the Plan under Section 422 of the Code or, without the
consent of the Holder(s) affected, to disqualify any Incentive
Stock Option under such Section 422.
3. Stock Subject to Plan.
3.1. Number of Shares
. Subject to Section 7.1(d), the total number of shares of
Common Stock reserved and available for issuance under the Plan
shall be 5,000,000 shares. Shares of Common
Stock under the Plan (“Shares”) may consist, in whole
or in part, of authorized and unissued shares or treasury shares.
If any shares of Common Stock that have been granted pursuant to a
Stock Option cease to be subject to a Stock Option, or if any
shares of Common Stock that are subject to any Stock Appreciation
Right, Restricted Stock award or Other Stock-Based Award granted
hereunder are forfeited, or any such award otherwise terminates
without a payment being made to the Holder in the form of Common
Stock, such shares shall again be available for distribution in
connection with future grants and awards under the Plan. Shares of
Common Stock that are surrendered by a Holder or withheld by the
Company as full or partial payment in connection with any award
under the Plan, as well as any shares of Common Stock surrendered
by a Holder or withheld by the Company or one of its Subsidiaries
to satisfy the tax withholding obligations related to any award
under the Plan, shall not be available for subsequent awards under