On August 7, 2019, the Board of Directors (the “Board”) of ParkerVision, Inc. (the “Company”) adopted the 2019 Long-Term Incentive Plan (the “Plan”). The following is a summary of the principal features of the Plan. The summary of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Background.The purpose of the Plan is to enable us to offer our employees, officers, directors and consultants whose past, present and/or potential contributions to us have been, are, or will be important to our success, an opportunity to acquire a proprietary interest in us. The various types of incentive awards that may be provided under the plan are intended to enable us to respond to changes in compensation practices, tax laws, accounting regulations and the size and diversity of our business. We will not offer incentive stock options under the Plan. All employees, officers, directors and consultants of ours will be eligible to be granted awards under the Plan.
The Plan will be administered by our Board. All awards made under the Plan will be subject to the recommendations and approval of the Board.
Stock Subject to the Plan.Subject to authorization of sufficient shares for issuance by the Company’s stockholders, 12,000,000sharesof our common stock will be reserved for issuance under the Plan. Shares may consist, in whole or in part, of authorized and unissued shares or treasury shares. The Company may make grants under the Plan at such time or times when it does not have sufficient authorized and unissued shares or treasury shares available to be reserved for such grants, provided that the issuance of shares upon exercise or vesting of such grant, as the case may be, will be subject to the Company having sufficient authorized and unissued shares or treasury shares.
Shares of stock subject to awards that are forfeited or terminated will be available for future award grants under the Plan. If a holder pays the exercise price of a stock option by surrendering any previously owned shares of common stock or arranges to have the appropriate number of shares otherwise issuable upon exercise withheld to cover the withholding tax liability associated with the stock option exercise, the shares surrendered by the holder or withheld by the company will not be available for future award grants under the Plan.
Under the Plan, in the event of a change in the number of shares of our common stock as a result of a dividend on shares of common stock payable in shares of common stock, common stock forward split or reverse split or other extraordinary or unusual event that results in a change in the shares of common stock as a whole, the committee shall determine whether such change equitably requires an adjustment in the terms of any award in order to prevent dilution or enlargement of the benefits available under the Plan or the aggregate number of shares reserved for issuance under the Plan.
Eligibility.We may grant awards under the Plan to employees, officers, directors, and consultants who are deemed to have rendered, or to be able to render, significant services to us and who are deemed to have contributed, or to have the potential to contribute, to our success.
Types of Awards. The Plan provides for options not qualifying as “incentive” stock options, as defined in Section 422 of the Internal Revenue Code of 1986, as amended, stock appreciation rights, shares of restricted stock, and other stock-based awards.
Award Limitation. Non-employee directors may not be granted awards in excess of the lesser of 1,000,000 shares of common stock or $175,000 (calculating the value of any awards based on the grant date fair value) in any calendar year.
Term and Amendments.Unless terminated by the Board, the Plan will continue to remain effective until no further awards may be granted and all awards granted under the Plan are no longer outstanding. The Board may at any time, and from time to time, amend the Plan, provided that no amendment will be made that would impair the rights of a holder under any agreement entered into to the Plan without the holder’s consent.
On August 7, 2019, the Board approved the grant of two-year options, with an exercise price of $0.17 per share, vesting in 8 equal quarterly installments commencing on September 1, 2019, provided that such options will not be exercisable unless and until the Company has sufficient authorized unissued shares or treasury shares available for such exercise. The grants were made to the following individuals in the following amounts: an option to purchase 800,000 shares to each of Paul Rosenbaum, Robert Sterne, and Frank Newman, each a non-employee director of the Company, an option to purchase 6,000,000 shares to Jeffrey Parker, the Company’s Chief Executive Officer, an option to purchase 1,000,000 shares to Cynthia Poehlman, the Company’s Chief Financial Officer, an option to purchase 750,000 shares to Greg Rawlins, the Company’s Chief Technical Officer, and an option to purchase 400,000 shares to Richard Harlan, a key employee of the Company.
Item 9.01
Financial Statements and Exhibits.
PARKERVISION INC ExhibitEX-10.1 2 prkr_ex101.htm 2019 LONG-TERM INCENTIVE PLAN Blueprint Exhibit 10.1 PARKERVISION,…
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About PARKERVISION, INC. (NASDAQ:PRKR)
ParkerVision, Inc. is engaged in the designing, developing and marketing of its radio frequency (RF) technologies and products. The Company’s business is focused on the development and marketing of its RF technologies for mobile and other wireless applications. Its products include a modulator/demodulator component that incorporates its technologies, as well as a small number of supporting components that are used in the assembly of wireless devices. Its products are used in wireless communication products and applications. In addition, it offers engineering design and consulting services to third parties to assist them in developing and testing products. Its technologies represent methods for processing RF waveforms in wireless applications. Its technologies apply to both transmit and receive functions of transmitters, receivers and transceivers. A portion of its transmit technology is marketed as Direct2Power (d2p) and its receiver technology is marketed as Direct2Data (d2d).
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