PARKERVISION INC (Form: S-8, Received: 08/10/2000 16:06:53)

As filed with the Securities and Exchange Commission on August 10, 2000.

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933 PARKERVISION, INC.
(Exact name of registrant as specified in its charter)

           FLORIDA                                    59-2971472
  (State or jurisdiction of                        (I.R.S. Employer
Incorporation or organization)                  Identification Number)

8493 BAYMEADOWS WAY
JACKSONVILLE, FLORIDA 32256
(Address of principal executive offices)

1993 STOCK PLAN
2000 PERFORMANCE EQUITY PLAN
and
OTHER EMPLOYEE OPTION PLANS
(Full title of the Plans)

Jeffrey Parker, Chairman of the Board
ParkerVision, Inc.
8493 Baymeadows Way
Jacksonville, Florida 32256
(904) 737-1367
(Name, address and telephone number, including area code, of agent for service)

with a copy to:

David Alan Miller, Esq.
Graubard Mollen & Miller
600 Third Avenue
New York, New York 10016
(212) 818-8800

CALCULATION OF REGISTRATION FEE

===========================================================================================================
                                                   Proposed              Proposed
                                                    maximum               maximum
Title of Securities          Amount to be        offering price          aggregate             Amount of
 to be registered           registered (1)        per share(2)       offering price(1)     registration fee
===========================================================================================================
Common Stock, par value    5,000,000 shares          $ 45.97           $229,850,000           $60,680.40
$.01 per share               665,700 shares          $ 45.97           $ 30,602,229           $ 8,078.99
                             459,800 shares          $ 23.25           $ 10,690,350           $ 2,822.25
                             212,000 shares          $ 28.25           $  5,989,000           $ 1,581.10
                             162,500 shares          $23.125           $  3,757,813           $   992.06
                             500,000 shares          $ 30.00           $ 15,000,000           $ 3,960.00
                             100,000 shares          $ 23.25           $  2,325,000           $   613.80
                              40,000 shares          $ 18.75           $    750,000           $   198.00
                              25,000 shares          $ 23.25           $    581,250           $   153.45
===========================================================================================================
Total Registration Fee....................................................................... $79,080.05
-----------------------------------------------------------------------------------------------------------

(1) Pursuant to Rule 416, there are also being registered additional securities as may be issued as a result of anti-dilution provisions under each of the 1993 Stock Plan, 2000 Performance Equity Plan and Other Employee Option Plans.

(2) Pursuant to Rule 457 (c), the registration fee for 5,665,700 shares of the Common Stock is calculated on the basis of the market price of $45.97 on August 3, 2000, and pursuant to Rule 457 (g) the registration fee for 1,499,300 shares of the Common Stock is calculated on the basis of the exercise prices set fort in the above table.

In accordance with the provisions of Rule 462 promulgated under the Securities Act of 1933, as amended, the Registration Statement will become effective upon filing with the Securities and Exchange Commission.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION. *

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. *

* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rules 428 and 424 under the Securities Act of 1933 and the Note to Part I of the Instructions to Form S-8.

I-1

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Except for Item 8 disclosure, the contents of Part II of the Registration Statement on Form S-8 (No. 33- 93658) previously filed by the Registrant with the Securities and Exchange Commission ("Commission") on June 19, 1995, are incorporated by reference in this Registration Statement. This Registration Statement covered 500,000 shares of Common Stock.

On September 19, 1996 and August 22, 1997, the Board of Directors of the Registrant approved amendments to the 1993 Stock Plan to increase the number of shares of Common Stock available under the 1993 Stock Plan to an aggregate of 2,000,000 shares of Common Stock. The amendments to the 1993 Stock Plan were approved by the stockholders of the Registrant on October 29, 1996 and November 7, 1997, respectively. The Registrant filed a Registration Statement on Form S-8 (No. 333-62497) on August 28, 1998 to register the additional 1,500,000 shares of Common Stock available under the 1993 Stock Plan.

Except for Item 8 disclosure, the contents of Part II of the Registration Statement on Form S-8 (No. 333-62497) previously filed by the Registrant with the Commission on August 28, 1998, are incorporated by reference with this Registration Statement.

On May 26, 1998, the Board of Directors of the Registrant approved the grant of options to purchase up to 500,000 shares of Common Stock to an executive employee of the Registrant. The Registrant filed a Registration Statement on Form S-8 (No. 333-62497) on August 28, 1998 to register these shares.

On November 16, 1998, the Board of Directors of the Registrant approved an amendment to the 1993 Stock Plan to increase the number of shares of Common Stock available under the 1993 Stock Plan to an aggregate of 3,500,000 shares of Common Stock. The amendment to the 1993 Stock Plan was approved by the stockholders of the Registrant on June 10, 1999. The Registrant is filing this Registration Statement to register the additional 1,500,000 shares of Common Stock available under the 1993 Stock Plan.

On November 16, 1998, the Board of Directors of the Registrant approved the grant of options to purchase up to 40,000 of Common Stock to consultants of the Company. On March 4, 1999, the Board of Directors of the Registrant approved the grant of options to purchase an aggregate of 25,000 shares of Common Stock to two directors of the Company. On March 5, 1999, the Board of Directors of the Registrant approved the grant of options to purchase up to 100,000 of Common Stock to a new employee of the Company. On May 13, 1999, the Board of Directors of the Registrant approved the grant of options to purchase up to 500,000 shares of Common Stock to a new employee of the Company. The options to purchase an aggregate of 665,000 shares of Common Stock form the Other Employee Stock Option Plans which are included on this Registration Statement.

On March 3, 2000, the Board of Directors of the Registrant approved the 2000 Performance Equity Plan covering 5,000,000 shares of Common Stock. The 2000 Performance Equity Plan was approved by stockholders on July 13, 2000. The Registrant is filing this Registrant Statement to register the 5,000,000 shares of Common Stock available under the 2000 Performance Equity Plan.

ITEM 8. EXHIBITS.

Exhibit No.    Description
-----------    -----------

5.1*           Opinion of Graubard Mollen & Miller

10.1           1993 Stock Plan of the Registrant  (Incorporated  by reference to
               Exhibit  10.2  from  Registration  Statement  on  Form  SB-2  No.
               33-70588-A)

10.2           Stock  Option  Agreement  (Vesting)  dated July 23, 1998  between
               Registrant and Richard L. Sisisky  (Incorporated  by reference to
               Exhibit   10.2   from   Registration   Statement   on  Form   S-8
               No.333-62497)

10.3           Stock Option Agreement (Acceleration) dated July 23, 1998 between
               Registrant and Richard L. Sisisky  (Incorporated  by reference to
               Exhibit  10.3  from  Registration   Statement  on  Form  S-8  No.
               333-62497)

10.4           Employment  Agreement dated July 23, 1998 between  Registrant and
               Richard L.  Sisisky  (Incorporated  by  reference to Exhibit 10.4
               from Registration Statement on Form S-8 No. 333- 62497)

10.5*          Stock  Option  Agreement  (Vesting)  dated May 13,  1999  between
               Registrant and Jim Baker

10.6*          Stock Option Agreement  (Acceleration) dated May 13, 1999 between
               Registrant and Jim Baker

10.7*          Stock Option Agreement dated March 5, 1999 between Registrant and
               Greg Rawlins

10.8*          Stock Option Agreement dated November 16, 1998 between Registrant
               and Michael DuBow

10.9*          Form of Stock Option  Agreement  dated  November 16, 1998 between
               Registrant and consultants

10.10*         Form of  Stock  Option  Agreement  dated  March 4,  1999  between
               Registrant and two directors

10.11*         2000 Performance Equity Plan of the Registrant

23.1*          Consent of Arthur  Andersen  LLP,  independent  certified  public
               accountants for Registrant

23.2*          Consent  of  PricewaterhouseCoopers  LLP,  independent  certified
               public accountants for Registrant

23.3*          Consent of Graubard Mollen & Miller (included in Exhibit 5.1)

24.1*          Power of Attorney (included on the signature page hereto.)

----------

* Filed herewith

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida on this 10th day of August, 2000.

PARKERVISION, INC.

By:/s/ Jeffrey Parker
   ---------------------------------------
   Jeffrey Parker, Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey Parker and Richard L. Sisisky his true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including post-effective amendments, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.

/s/ Jeffrey L. Parker              Chairman of the Board, Chief Executive       August 10, 2000
--------------------------         Officer and Director (Principal Executive
    Jeffrey L. Parker              Officer)

/s/ Richard L. Sisisky             President, Chief Operating Officer and       August 10, 2000
--------------------------         Director
    Richard L. Sisisky

/s/ Stacie Wilf                    Secretary, Treasurer and Director            August 10, 2000
--------------------------         (Principal Accounting Officer and
    Stacie Wilf                    Principal Financial Officer)

/s/ David F. Sorrells              Chief Technical Officer and Director         August 10, 2000
--------------------------
    David F. Sorrells

/s/ Cynthia L. Poehlman            Controller and Chief Accounting Officer      August 10, 2000
--------------------------
    Cynthia L. Poehlman

/s/ Todd Parker                    Director                                     August 10, 2000
--------------------------
    Todd Parker

/s/ William L. Sammons             Director                                     August 10, 2000
--------------------------
    William L. Sammons

/s/ Arthur G. Yeager               Director                                     August 10, 2000
--------------------------
    Arthur G. Yeager

                                   Director                                     August 10, 2000
--------------------------
    William A. Hightower

/s/ Amy Newmark                    Director                                     August 10, 2000
--------------------------
    Amy Newmark

                                   Director                                     August 10, 2000
--------------------------
    Robert G. Sterne

II-2

EXHIBIT INDEX

Exhibit No.    Description
-----------    -----------

5.1*           Opinion of Graubard Mollen & Miller

10.1           1993 Stock Plan of the Registrant  (Incorporated  by reference to
               Exhibit  10.2  from  Registration  Statement  on  Form  SB-2  No.
               33-70588-A)

10.2           Stock  Option  Agreement  (Vesting)  dated July 23, 1998  between
               Registrant and Richard L. Sisisky  (Incorporated  by reference to
               Exhibit  10.2  from  Registration   Statement  on  Form  S-8  No.
               333-62497)

10.3           Stock Option Agreement (Acceleration) dated July 23, 1998 between
               Registrant and Richard L. Sisisky  (Incorporated  by reference to
               Exhibit  10.3  from  Registration   Statement  on  Form  S-8  No.
               333-62497)

10.4           Employment  Agreement dated July 23, 1998 between  Registrant and
               Richard L.  Sisisky  (Incorporated  by  reference to Exhibit 10.4
               from Registration Statement on Form S-8 No. 333- 62497)

10.5*          Stock  Option  Agreement  (Vesting)  dated May 13,  1999  between
               Registrant and Jim Baker

10.6*          Stock Option Agreement  (Acceleration) dated May 13, 1999 between
               Registrant and Jim Baker

10.7*          Stock Option Agreement dated March 5, 1999 between Registrant and
               Greg Rawlins

10.8*          Stock Option Agreement dated November 16, 1998 between Registrant
               and Michael DuBow

10.9*          Form of Stock Option  Agreement  dated  November 16, 1998 between
               Registrant and Consultants.

10.10*         Form of  Stock  Option  Agreement  dated  March 4,  1999  between
               Registrant and Directors

10.11*         2000 Performance Equity Plan of the Registrant

23.1*          Consent of Arthur  Andersen  LLP,  independent  certified  public
               accountants for Registrant

23.2*          Consent  of  PricewaterhouseCoopers  LLP,  independent  certified
               public accountants for Registrant

23.3*          Consent of Graubard Mollen & Miller (included in Exhibit 5.1)

24.1*          Power of Attorney (included on the signature page hereto.)

----------

* Filed herewith

II-3

Exhibit 5.1
GRAUBARD MOLLEN & MILLER
600 Third Avenue
32nd Floor
New York, New York 10016
(212) 818-8614

August 10, 2000

ParkerVision, Inc.
8493 Baymeadows Way
Jacksonville, Florida 32256

Dear Sirs:

Reference is made to the Registration Statement on Form S-8 ("Registration Statement") filed by ParkerVision, Inc. ("Company") under the Securities Act of 1933, as amended ("Act"), with respect to an aggregate of 9,665,000 shares of common stock, par value $.01 per share ("Common Stock") to be offered by the Company under the Company's 1993 Stock Plan ("1993 Plan"), 2000 Performance Equity Plan ("2000 Plan") and Other Employee Option Plans.

We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers and employees of the Company. We have also assumed that in granting awards under the 1993 Plan, 2000 Plan and Other Employee Option Plans, the Board of Directors of the Company or the appropriate committee thereunder will exercise its discretion in establishing the terms of such awards within the permissible limits of the law of the State of Florida.

Based upon the foregoing, it is our opinion that the Common Stock to be issued by the Company under the 1993Plan, 2000 Plan and Other Employee Option Plans, when sold in accordance with the terms of the 1993 Plan, 2000 Plan and Other Employee Option Plans and the instruments governing their issuance, will be legally issued, fully paid and nonassessable, although they may be subject to contractual restrictions established by the applicable 1993 Plan and 2000 Plan instruments and option agreements under the Other Employee Option Plans.

In giving this opinion, we have assumed that all certificates for the Company's shares of Common Stock, prior to their issuance, be duly executed on behalf

ParkerVision, Inc.
August 10, 2000

Page 2

of the Company by the Company's transfer agent and registered by the Company's registrar, if necessary, and will conform, except as to denominations, to specimens which we have examined.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement, to the use of our name as your counsel, and to all references made to us in the Registration Statement and in the Prospectus forming a part thereof. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder.

Very truly yours,

/S/ Graubard Mollen & Miller

GRAUBARD MOLLEN & MILLER

EXHIBIT 10.5

VESTING OPTIONS

STOCK OPTION AGREEMENT

AGREEMENT dated May 13, 1999 between JAMES R. BAKER, residing at 9009 Western Lake Drive #310, Jacksonville, Florida 32256 (the "Employee" or "Grantee") and PARKERVISION, INC., a Florida corporation having its principal office at 8493 Baymeadows Way, Jacksonville, Florida 32256 ("Company").

WHEREAS, on May 13, 1999, the Board of Directors of the Company authorized the employment of the Employee and the grant to the Employee of an option to purchase an aggregate of 250,000 of the authorized but unissued shares of the Common Stock of the Company, $.01 par value ("Common Stock"), on the terms and conditions set forth in this Agreement; and

WHEREAS, the Employee desires to acquire said option on the terms and conditions set forth in this Agreement;

IT IS AGREED:

1. Grant of Option. The Company hereby grants to the Employee the right and option to purchase all or any part of an aggregate of 250,000 shares of the Common Stock on the terms and conditions set forth herein ("Option"). The Option is a non-qualified stock option not intended to qualify under any section of the Internal Revenue Code of 1986, as amended, and is not granted under any plan.

2. Exercise Price. The purchase price of each share of Common Stock subject to the Option ("Option Shares") shall be $30.00.

3. Vesting and Exercisability.

(a) Options to purchase 50,000 Option Shares shall vest and become exercisable on June 1, of each of 2000, 2001, 2002, 2003 and 2004. After a portion of the Option vests and becomes exercisable, it shall remain exercisable, except as otherwise provided herein, until the close of business on June 1, 2009 (the "Exercise Period"). The Option may be exercised, except as provided in subparagraphs (b) and (c), below, only if the Employee at the time of exercise is employed by the Company and shall have been so employed continuously since the date of this Agreement.

(b) Except as provided herein, if the Employee's employment with the Company terminates for any reason prior to the time that the Option has been fully exercised, the unexercised portion of the Option on the date of termination of employment (whether exercisable or not) shall immediately expire. If the Employee's employment is terminated by reason of the Employee's death or disability where he is unable to perform his regular duties for 180 days out of 360 consecutive days, then 50% of the unvested portion of the Option as of the date of death or disability, will immediately vest, and the portion of the Option which is then fully

vested and exercisable may be exercised for a period of five years from the date of such termination of employment or until the expiration of the Exercise Period, whichever is shorter.

(c) Notwithstanding the foregoing, in the event of the occurrence of an "Acceleration Event" as defined below, then all of the Option vesting periods hereunder shall be accelerated, the entire Option will immediately and entirely vest, and the Employee will have the right to immediately purchase all Option Shares on the terms set forth in this Agreement through the end of the Exercise Period.

4. Rights as a Stockholder. The Employee shall not have any of the rights of a stockholder with respect to the Option Shares until such shares have been issued after the due exercise of the Option.

5. Adjustments. In the event of a stock split or exchange, stock dividend, combination of shares, or any other similar change in the Common Stock of the Company as a whole, the Board of Directors of the Company shall make equitable, proportionate adjustments in the number and kind of shares covered by the Option and in the option price thereunder, in order to preserve the Employee's then proportionate interest in the Company and to maintain the aggregate option price.

6. Transferability of Option and Option Shares.

(a) The Option shall not be assignable or transferable except in the event of the death of the Employee, in which case the transfer shall be by will or by the laws of descent and distribution. No transfer of the Option by the Employee by will or by the laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and a copy of the will and such other evidence as the Company may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions of the Option.

(b) The Employee hereby represents and warrants to the Company that he is acquiring the Option for his own account and not with a view to the distribution thereof.

(c) The Employee hereby agrees that he shall not sell, transfer by any means or otherwise dispose of the Option Shares acquired by him without registration under the Securities Act of 1933 ("Act"), or in the event that they are not so registered, unless (i) an exemption from the Act is available thereunder, (ii) the Employee has furnished the Company with notice of such proposed transfer and (iii) the Company's legal counsel, in its reasonable opinion, shall deem such proposed transfer to be so exempt.

Company information with respect to his ownership of Option Shares, manner of proposed disposition and such other matters as the Company shall reasonably request for disclosure in the registration statement or any amendment thereto; and (ii) the Company will not be obligated to prepare, file or print any "reoffer prospectus" in connection with any "control securities" or "restricted securities" as those terms are defined in General Instruction C to Form S-8. The Company shall bear all fees, costs and expenses incurred by it in connection with the filing with the Securities and Exchange Commission of such registration statement.

8. Employee's Acknowledgments. The Employee hereby acknowledges that:

(a) All reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 within the last 12 months have been made available to the Employee for his inspection.

(b) If he exercises the Option, he may have to bear the economic risk of the investment in the Option Shares for an indefinite period of time because the Option Shares may not have been registered under the Act and cannot be sold by him unless they are registered under the Act or an exemption therefrom is available thereunder.

(c) In his dealings with the Company, he has had both the opportunity to ask questions of and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to subparagraph (a) above.

(d) The Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the Act or an exemption therefrom.

(e) In the absence of registration under the Act, the certificates evidencing the Option Shares shall bear the following legend:

"The Shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."

9. Exercise of Option.

(a) Subject to the terms and conditions of the Agreement, the Option may be exercised from time to time, in whole or in part, by written notice to the Company at its principal place of business. Such notice shall state the election to exercise the Option and the number of Option Shares in respect to which it is being exercised, and, if the Option Shares are not then registered for resale under the Act, such notice shall contain a representation and agreement by the person or persons so exercising the Option that the Option Shares are being purchased for investment and not with a view to the distribution or resale thereof. Such notice shall be accompanied by payment of the full purchase price of the Option Shares.

(b) Payment of the purchase price shall be made in cash or by check, bank draft or money order payable to the order of the Company.

(c) The Company shall issue a certificate or certificates evidencing the Option Shares as soon as practicable after the notice is received and the payment has cleared the banking system. The certificate or certificates evidencing the Option Shares shall be registered in the name of the person or persons so exercising the Option.

(d) The Company hereby represents and warrants to the Employee that the Option Shares, when issued and delivered by the Company to the Employee in accordance with the terms and conditions hereof, will be duly and validly issued and fully paid and non-assessable.

10. Withholding Taxes. Not later than the date as of which an amount first becomes includible in the gross income of Employee for Federal income tax purposes with respect to the Option, Employee shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state and local taxes of any kind required by law to be withheld or paid with respect to such amount. The obligations of the Company pursuant to this Agreement shall be conditional upon such payment or arrangements with the Company and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Employee from the Company. Unless the Company consents to a form of 'cashless' payment, any required withholding tax shall be paid in cash.

11. Miscellaneous.

(a) All notices provided for in this Agreement shall be in writing, and shall be deemed to have been duly given when delivered personally to the party to receive the same, when transmitted by electronic means, or when mailed first class postage prepaid, by certified mail, return receipt requested, addressed to the party to receive the same at his or its address set forth below, or such other address as the party to receive the same shall have specified by written notice given in the manner provided for in this Section 11. All notices shall be deemed to have been given as of the date of personal delivery, transmittal or mailing thereof.

If to Employee:

James. R. Baker
9009 Western Way #310
Jacksonville, Florida 32256

If to the Company:

ParkerVision, Inc.
8493 Baymeadows Way
Jacksonville, Florida 32256
Attn: Chairman of the Board

(b) This Agreement sets forth the entire agreement of the parties relating to the Option and is intended to supersede all prior negotiations, understandings and agreements. No provisions of this Agreement may be waived or changed except by a writing by the party against whom such waiver or change is sought to be enforced. The failure of any party to require performance of any provision hereof or thereof shall in no manner affect the right at a later time to enforce such provision.

(c) All questions with respect to the construction of this Agreement and the rights and obligations of the parties hereunder shall be determined in accordance with the law of the State of Florida applicable to agreements made and to be performed entirely in Florida.

(d) This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company. This Agreement shall not be assignable by Employee, but shall inure to the benefit of and be binding upon Employee's heirs and legal representatives.

(e) Should any provision of this Agreement become legally unenforceable, no other provision of this Agreement shall be affected, and this Agreement shall continue as if the Agreement had been executed absent the unenforceable provision.

(f) An 'Acceleration Event' shall occur if:

(i) any 'person' or 'group' (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the 'Exchange Act')) becomes the 'beneficial owner' (within the meaning of Rule 13d-3 under the Exchange Act) of common stock having thirty-five percent (35%) or more of the total voting power of all of the Company's voting capital stock then outstanding, unless such person or group is or includes (a) an individual who, as of the date of this Agreement, is an executive officer of the Company and holds beneficial ownership in excess of twenty-five percent (25%) of the outstanding Common Stock of the Company, or an Affiliate or Associate (within the meaning of Rule 12b-2 under the Exchange Act) of such individual, or
(b) an underwriter who obtains such thirty-five percent (35%) interest in connection with a public offering;

(ii) a merger or consolidation of the Company other than one resulting in the Company's voting securities outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least sixty-five percent (65%) of the combined voting power of the voting securities of the Company and such surviving entity outstanding immediately after such merger or consolidation; or

(iii) the sale or other disposition of all, or substantially all, of the Company's assets, or the approval of a plan of liquidation of the Company other than a sale to an entity which is owned by the shareholders of the Company in substantially the same proportion as they own the Company immediately prior to such sale.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

PARKERVISION, INC.

By: ---------------------------------------
JEFFREY PARKER, CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER

JAMES R. BAKER

EXHIBIT 10.6

ACCELERATION OPTIONS

STOCK OPTION AGREEMENT

WHEREAS, the Employee desires to acquire said option on the terms and conditions set forth in this Agreement;

IT IS AGREED:

2. Exercise Price. The purchase price of each share of Common Stock subject to the Option ("Option Shares") shall be $30.00.

3. Vesting and Exercisability.

(a) The entire Option shall vest and become exercisable on June 1, 2009, subject to acceleration vesting described below. After a portion of the Option vests and becomes exercisable, it shall remain exercisable, except as otherwise provided herein, until the close of business on June 1, 2010 (the "Exercise Period"). The Option may be exercised, except as provided in subparagraphs (b) and (c), below, only if the Employee at the time of exercise is employed by the Company and shall have been so employed continuously since the date of this Agreement.

(b) Nothwithstanding the foregoing, if the Company's calendar year wireless business unit gross profits, as determined by the Company's independent public accountants on or prior to April 30 of the following year have attained the `Annual Goal' as defined in Exhibit A hereto, then options to purchase the number of `Accelerated Option Shares' indicated in Exhibit A hereto shall vest and become immediately exercisable:

(c) Except as provided herein, if the Employee's employment with the Company terminates for any reason prior to the time that the Option has been fully exercised, the unexercised portion of the Option on the date of termination of employment (whether exercisable or not) shall immediately expire. If the Employee's employment is terminated by reason of the Employee's death or disability where he is unable to perform his regular duties for 180 days out of 360 consecutive days, then 50% of the unvested portion of the Option as of the date of death or disability, will immediately vest, and the portion of the Option which is then fully vested and exercisable may be exercised for a period of five years from the date of such termination of employment or until the expiration of the Exercise Period, whichever is shorter.

(d) Notwithstanding the foregoing, in the event of the occurrence of an "Change of Control Event" as defined below, then all of the Options hereunder shall be accelerated, the entire Option will immediately and entirely vest, and the Employee will have the right to immediately purchase all Option Shares on the terms set forth in this Agreement through the end of the Exercise Period.

4. Rights as a Stockholder. The Employee shall not have any of the rights of a stockholder with respect to the Option Shares until such shares have been issued after the due exercise of the Option.

6. Transferability of Option and Option Shares.

(b) The Employee hereby represents and warrants to the Company that he is acquiring the Option for his own account and not with a view to the distribution thereof.

7. Registration Rights. The Company hereby grants to Employee the right to have the Option Shares registered (to the extent legally permissible) on a registration statement on Form S-8 to be filed by the Company on or prior to May 13, 2000 and the Company shall take such action with respect to such Form S-8 as may be necessary so that, upon exercise, the shares of Common Stock issued thereby will be freely transferrable (subject only to applicable volume limitations contained in Rule 144 under the Act). Notwithstanding the foregoing,
(i) the Company shall have no obligation hereunder in connection with any such registration statement unless the Option Shares can legally be registered thereby and the Employee provides to the Company information with respect to his ownership of Option Shares, manner of proposed disposition and such other matters as the Company shall reasonably request for disclosure in the registration statement or any amendment thereto; and (ii) the Company will not be obligated to prepare, file or print any "reoffer prospectus" in connection with any "control securities" or "restricted securities" as those terms are defined in General Instruction C to Form S-8. The Company shall bear all fees, costs and expenses incurred by it in connection with the filing with the Securities and Exchange Commission of such registration statement.

8. Employee's Acknowledgments. The Employee hereby acknowledges that:

(d) The Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the Act or an exemption therefrom.

(e) In the absence of registration under the Act, the certificates evidencing the Option Shares shall bear the following legend:

9. Exercise of Option.

(b) Payment of the purchase price shall be made in cash or by check, bank draft or money order payable to the order of the Company.

11. Miscellaneous.

If to Employee:

James. R. Baker
9009 Western Way #310
Jacksonville, Florida 32256

If to the Company:

ParkerVision, Inc.
8493 Baymeadows Way
Jacksonville, Florida 32256
Attn: Chairman of the Board

(f) A 'Change of Control Event' shall occur if:

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

PARKERVISION, INC.

By: ---------------------------------------
JEFFREY PARKER, CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER

JAMES R. BAKER

Exhibit 10.7

STOCK OPTION AGREEMENT

AGREEMENT dated March 5, 1999 between GREGORY S. RAWLINS, (the "Employee" or "Grantee") and PARKERVISION, INC., a Florida corporation having its principal office at 8493 Baymeadows Way, Jacksonville, Florida 32256 ("Company").

WHEREAS, on March 5, 1999, the Board of Directors of the Company authorized the employment of the Employee and the grant to the Employee of an option to purchase an aggregate of 100,000 of the authorized but unissued shares of the Common Stock of the Company, $.01 par value ("Common Stock"), on the terms and conditions set forth in this Agreement; and

WHEREAS, the Employee desires to acquire said option on the terms and conditions set forth in this Agreement;

IT IS AGREED:

1. Grant of Option. The Company hereby grants to the Employee the right and option to purchase all or any part of an aggregate of 100,000 shares of the Common Stock on the terms and conditions set forth herein ("Option"). The Option is a non-qualified stock option not intended to qualify under any section of the Internal Revenue Code of 1986, as amended, and is not granted under any plan.

2. Exercise Price. The purchase price of each share of Common Stock subject to the Option ("Option Shares") shall be $23.25.

3. Vesting and Exercisability.

(a) Options to purchase 20,000 Option Shares shall vest and become exercisable on May 25, of each of 2000, 2001, 2002, 2003 and 2004. After a portion of the Option vests and becomes exercisable, it shall remain exercisable, except as otherwise provided herein, until the close of business on May 25, 2009 (the "Exercise Period"). The Option may be exercised, except as provided in subparagraphs (b) and (c), below, only if the Employee at the time of exercise is employed by the Company and shall have been so employed continuously since the date of this Agreement.

(b) Except as provided herein, if the Employee's employment with the Company terminates for any reason prior to the time that the Option has been fully exercised, any portion of the Option vested as of the date of termination may be exercised by the Employee for a period not to exceed the three month anniversary of the date of termination. Any unvested portion of the Option on the date of termination of employment shall immediately expire.

(c) Notwithstanding the foregoing, in the event of the Employee's termination by reason of the Employee's death or disability where he is unable to perform his regular duties for 180 days out of 360 consecutive days, 50% of the unvested portion of the Option as of the date of death or disability, will immediately vest, and the portion of the Option which is then fully vested and exercisable may be exercised for a period of five years from the date of such termination of employment or until the expiration of the Exercise Period, whichever is shorter.

(d) Notwithstanding the foregoing, in the event of the occurrence of an "Acceleration Event" as defined below, each of the vesting dates as defined in 3 (a) above will be automatically accelerated by one year. In addition, if the Employee is not offered a similar position with the surviving entity in the same metropolitan area, then an additional 50% of the then unvested portion of the Option shall be accelerated, and will immediately vest, and the Employee will have the right to immediately purchase all vested Option Shares on the terms set forth in this Agreement through the end of the Exercise Period.

4. Rights as a Stockholder. The Employee shall not have any of the rights of a stockholder with respect to the Option Shares until such shares have been issued after the due exercise of the Option.

6. Transferability of Option and Option Shares.

(b) The Employee hereby represents and warrants to the Company that he is acquiring the Option for his own account and not with a view to the distribution thereof.

7. Registration Rights. The Company hereby grants to Employee the right to have the Option Shares registered (to the extent legally permissible) on a registration statement on Form S-8 to be filed by the Company on or prior to May 25, 2000 and the Company shall take such action with respect to such Form S-8 as may be necessary so that, upon exercise, the shares of Common Stock issued thereby will be freely transferrable (subject only to applicable volume limitations contained in Rule 144 under the Act). Notwithstanding the foregoing,
(i) the Company shall have no obligation hereunder in connection with any such registration statement unless the Option Shares can legally be registered thereby and the Employee provides to the Company information with respect to his ownership of Option Shares, manner of proposed disposition and such other matters as the Company shall reasonably request for disclosure in the registration statement or any amendment thereto; and (ii) the Company will not be obligated to prepare, file or print any "reoffer prospectus" in connection with any "control securities" or "restricted securities" as those terms are defined in General Instruction C to Form S-8. The Company shall bear all fees, costs and expenses incurred by it in connection with the filing with the Securities and Exchange Commission of such registration statement.

8. Employee's Acknowledgments. The Employee hereby acknowledges that:

(d) The Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the Act or an exemption therefrom.

(e) In the absence of registration under the Act, the certificates evidencing the Option Shares shall bear the following legend:

9. Exercise of Option.

(b) Payment of the purchase price shall be made in cash or by check, bank draft or money order payable to the order of the Company.

11. Miscellaneous.

If to Employee:

Gregory S. Rawlins

If to the Company:

ParkerVision, Inc.
8493 Baymeadows Way
Jacksonville, Florida 32256
Attn: Chairman of the Board

(f) An 'Acceleration Event' shall occur if:

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

PARKERVISION, INC.

By: ---------------------------------------
Jeffrey Parker, Chairman of the Board
and Chief Executive Officer

GREGORY S. RAWLINS

EXHIBIT 10.8

STOCK OPTION AGREEMENT

AGREEMENT made as of November 16, 1998, by and between ParkerVision, Inc., a Florida corporation (the "Company"), and Michael DuBow (the "Consultant"), with a business address at 9428 Baymeadows Road, Suite #250, Jacksonville, Florida 32256.

WHEREAS, in consideration of Consultant providing consulting services to the Company in 1998, the Company hereby grants to the Consultant as of November 16, 1998 (the "Grant Date"), an option (the "Option") to purchase an aggregate of 15,000 shares of the authorized but unissued Common Stock of the Company, $.01 par value (the "Common Stock"), conditioned upon the Consultant's acceptance thereof upon the terms and conditions set forth in this Agreement; and

WHEREAS, the Consultant desires to acquire the Option on the terms and conditions set forth in this Agreement;

IT IS AGREED:

1. GRANT OF STOCK OPTION. The Company hereby grants the Consultant the Option to purchase all or any part of an aggregate of 15,000 shares of Common Stock (the "Option Shares") on the terms and conditions set forth herein. The Option represented hereby is not one that qualifies as an "incentive option" under Section 422 of the Internal Revenue Code of 1986, as amended.

2. EXERCISE PRICE. The exercise price of the Option shall be $18.75 per share, subject to adjustment as hereinafter provided.

3. EXERCISABILITY. This Option is exercisable commencing on November 16, 1998. The Option shall remain exercisable except as otherwise provided herein, until the close of business on November 16, 2003.

4. TERMINATION. The Option may not be terminated by the Company and shall remain exercisable by Consultant or his estate in accordance with the terms hereof.

5. WITHHOLDING TAX. Not later than the date as of which an amount first becomes includible in the gross income of the Consultant for Federal income tax purposes with respect to the Option, the Consultant 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. The obligations of the Company pursuant to this Agreement shall be conditional upon such payment or arrangements with the Company and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Consultant from the Company.

6. ADJUSTMENTS. If and to the extent that the number of issued shares of Common Stock shall be increased or reduced by reclassification, split-up, stock dividend, combination of shares, or any similar change in the Common Stock of the Company, the Company shall proportionally adjust the number and kind of Option Shares and the exercise price of the Option, to such extent and in such manner as shall as closely as possible maintain Optionee's proportionate interest in the Company and his rights hereunder. No fractional shares of Common Stock shall be issued as a result of any adjustment under this provision, and to the extent any adjustment results in a fractional share of Common Stock, then the adjustment will be to the lower full share.

7. METHOD OF EXERCISE.

7.1. NOTICE TO THE COMPANY. The Option shall be exercised in whole or in part by written notice in substantially the form attached hereto as Exhibit A directed to the Company at its principal place of business accompanied by full payment as hereinafter provided of the exercise price for the number of Option Shares specified in the notice.

7.2. DELIVERY OF OPTION SHARES. The Company shall deliver a certificate for the Option Shares to the Consultant as soon as practicable after payment therefor.

7.3. PAYMENT OF PURCHASE PRICE.

7.3.1. CASH PAYMENT. The Consultant shall make cash payments by wire transfer, certified or bank check or personal check, in each case payable to the order of the Company; the Company shall not be required to deliver certificates for Option Shares until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof.

7.3.2. PAYMENT PRICE OF WITHHOLDING TAX. Any required withholding tax shall be paid in cash in accordance with Section 7.3.1.

8. NONASSIGNABILITY. The Option shall not be assignable or transferable except by will or by the laws of descent and distribution in the event of the death of the Consultant. No transfer of the Option by the Consultant by will or by the laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and a copy of the will and such other evidence as the Company may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions of the Option.

9. COMPANY REPRESENTATIONS. The Company hereby represents and warrants to the Consultant that:

9.1 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

9.2 The Option Shares, when issued and delivered by the Company to the Consultant in accordance with the terms and conditions hereof, will be duly and validly issued and fully paid and non-assessable.

10. CONSULTANT REPRESENTATIONS. The Consultant hereby represents and warrants to the Company that

10.1 he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof;

10.2 he has received a copy of all reports issued by the Company to its stockholders, if any;

10.3 he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 ("1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act;

10.4 he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (10.2) above;

10.5 he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and

10.6 The certificates evidencing the Option Shares may bear the following legend if the issuance of the Option Shares by the Company is not registered under the 1933 Act:

"The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."

11. MISCELLANEOUS.

11.1. NOTICES. All notices, requests, deliveries, payments, demands and other communications which are required or permitted to be given under this Agreement shall be in writing and shall be either delivered personally or sent by registered or certified mail, or by private courier, return receipt requested, postage prepaid to the parties at their respective addresses set forth herein, or to such other address as either shall have specified by notice in writing to the other. Notice shall be deemed duly given hereunder when delivered or mailed as provided herein.

11.2. CONFLICTS WITH 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.

11.3. STOCKHOLDER RIGHTS. The Consultant shall not have any of the rights of a stockholder with respect to the Option Shares until such shares have been issued after the due exercise of the Option.

11.4. 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.

11.5. 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 by writing executed by the Consultant and the Company.

11.6. 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.

11.7. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida (without regard to choice of law provisions).

11.8. 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.

IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day and year first above written.

PARKERVISION, INC.

By:
    ------------------------------   ------------------------------

Consultant:                          Address:


    ------------------------------   ------------------------------
                                     ------------------------------
                                     ------------------------------

EXHIBIT A

FORM OF NOTICE OF EXERCISE OF OPTION

[Date]

ParkerVision, Inc.

Attention: Stock Option Committee of
the Board of Directors

Re: PURCHASE OF OPTION SHARES

Gentlemen:

In accordance with my Stock Option Agreement dated as of November 18, 1998 with ParkerVision, Inc. (the "Company"), I hereby irrevocably elect to exercise the right to purchase _________ shares of the Company's Common Stock, par value $.01 per share ("Common Stock"), which are being purchased for investment and not for resale.

As payment for my shares, enclosed is (check and complete applicable box[es]):

__ a [personal check] [certified check] [bank check] payable to the order of "ParkerVision, Inc." in the sum of $__________;

__ confirmation of wire transfer in the amount of $_____________; and/or

Kindly forward to me my certificate at your earliest convenience.

Very truly yours,

------------------------------   ------------------------------
(Signature)                      (Address)


------------------------------   ------------------------------
(Print Name)                     (Address)

                                 ------------------------------
                                 (Social Security Number)

EXHIBIT 10.9

STOCK OPTION AGREEMENT

AGREEMENT made as of November 16, 1998, by and between ParkerVision, Inc., a Florida corporation (the "Company") with offices at 8493 Baymeadows Way, Jacksonville, Florida 32256, and ___________________(the "Consultant"), with a business address at Suite 600, 1100 New York Avenue, N.W., Washington, DC 20005.

WHEREAS, in consideration of Consultant providing consulting services to the Company in conjunction with the services provided by Sterne, Kessler, Goldstein & Fox, P.L.L.C., (SKGF) the Company hereby grants to the Consultant as of November 16, 1998 (the "Grant Date"), an option (the "Option") to purchase an aggregate of ______ shares of the authorized but unissued Common Stock of the Company, $.01 par value (the "Common Stock"), conditioned upon the Consultant's acceptance thereof upon the terms and conditions set forth in this Agreement; and

WHEREAS, the Consultant desires to acquire the Option on the terms and conditions set forth in this Agreement;

IT IS AGREED:

1. SERVICES. The Company hereby engages Consultant to provide consulting services with respect to such matters and at such times as the Consultant and Company shall agree from time to time, during the period commencing with the Grant Date and ending on the third anniversary of the Grant Date.

2. GRANT OF STOCK OPTION. The Company hereby grants the Consultant the Option to purchase all or any part of an aggregate of ______ shares of Common Stock (the "Option Shares") on the terms and conditions set forth herein. The Option represented hereby is not one that qualifies as an "incentive option" under Section 422 of the Internal Revenue Code of 1986, as amended.

3. EXERCISE PRICE. The exercise price of the Option shall be $18.75 per share, subject to adjustment as hereinafter provided.

4. EXERCISABILITY. This Option shall become exercisable as follows: on November 16, 1999, this Option may be exercised to purchase ____ option shares, on November 16, 2000, this Option may be exercised to purchase an additional _____ shares and on November 16, 2001, this option may be exercised to purchase an additional ____ shares. After a portion of this Option becomes exercisable, it shall remain exercisable, except as otherwise provided herein, until the close of business on the fifth anniversary of the date that portion of this Option became exerciseable; the exercise period will terminate in all events on the fifth anniversary of the last vesting of any of the options under this Agreement (the "Exercise Period").

5. EFFECT OF TERMINATION OF CONSULTING SERVICES.

5.1 TERMINATION DUE TO DEATH. If Consultant's service to the Company terminates by reason of death, the vested portion of the Option as of the date of death may thereafter be exercised by the legal representative of the estate or by the legatee of the Employee under the will of the Consultant, until the end of the Exercise Period. The unvested portion of this option as of the date of death will terminate.

5.2 OTHER TERMINATION. If the Company terminates the services of SKGF for any reason as it determines in its sole discretion, or the Consultant fails to provide the services requested of him hereunder, after written notice of such failure followed by a reasonable cure period, then the unvested portion of this option as of the date of other termination will terminate, unless the Company, in its sole discretion, shall authorize this option to continue on the same terms as herein stated. Once the Option becomes exercisable, the Option may not be terminated by the Company and shall remain exercisable by Consultant or his estate in accordance with terms herof.

6. WITHHOLDING TAX. Not later than the date as of which an amount first becomes includible in the gross income of the Consultant for Federal income tax purposes with respect to the Option, the Consultant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state and local taxes of any kind required by law to be withheld or paid with respect to such amount. The obligations of the Company pursuant to this Agreement shall be conditional upon such payment or arrangements with the Company and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Consultant from the Company.

7. ADJUSTMENTS. If and to the extent that the number of issued shares of Common Stock shall be increased or reduced by reclassification, split-up, stock dividend, combination of shares, or any similar structural change in the Common Stock of the Company as a whole, the Company shall proportionally adjust the number and kind of Option Shares and the exercise price of the Option, to such extent and in such manner as shall as closely as possible maintain Optionee's proportionate interest in the Company and his rights hereunder immediately prior to such change in the Common Stock. No fractional shares of Common Stock shall be issued as a result of any adjustment under this provision, and to the extent any adjustment results in a fractional share of Common Stock, then the adjustment will be to the lower full share.

8. METHOD OF EXERCISE.

8.1. NOTICE TO THE COMPANY. The Option shall be exercised in whole or in part by written notice in substantially the form attached hereto as Exhibit A directed to the Company at its principal place of business accompanied by full payment as hereinafter provided of the exercise price for the number of Option Shares specified in the notice.

8.2. DELIVERY OF OPTION SHARES. The Company shall deliver a certificate for the Option Shares to the Consultant as soon as practicable after payment therefor.

8.3. PAYMENT OF PURCHASE PRICE.

8.3.1. CASH PAYMENT. The Consultant shall make cash payments by wire transfer, certified or bank check or personal check, in each case payable to the order of the Company. The Company shall not be required to deliver certificates for Option Shares until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof.

8.3.2. PAYMENT PRICE OF WITHHOLDING TAX. Any required withholding tax shall be paid in cash in accordance with Section 8.3.1.

9. NONASSIGNABILITY. The Option shall not be assignable or transferable except by will or by the laws of descent and distribution in the event of the death of the Consultant. No transfer of the Option by the Consultant by will or by the laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and a

copy of the will and such other evidence as the Company may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions of the Option.

10. COMPANY REPRESENTATIONS. The Company hereby represents and warrants to the Consultant that:

10.1 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

10.2 The Option Shares, when issued and delivered by the Company to the Consultant in accordance with the terms and conditions hereof, will be duly and validly issued and fully paid and non-assessable.

11. CONSULTANT REPRESENTATIONS. The Consultant hereby represents and warrants to the Company that

11.1 he is acquiring the Option and will acquire the Option Shares for his own account and not with a view towards the distribution thereof;

11.2 he has received a copy of all reports and other filings made by the Company under the Securities Exchange Act of 1934, as amended, since January 1, 1997;

11.3 he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 ("1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act;

11.4 he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause 11.2 above;

11.5 he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein;

11.6 the certificates evidencing the Option Shares may bear the following legend if the issuance of the Option Shares by the Company is not registered under the 1933 Act:

The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.

11.7 he understands and agrees that he may sell the Option Shares only in accordance with the Company's Insider Trading Policy.

12. RESTRICTION ON TRANSFER OF OPTION SHARES. Anything in this Agreement to the contrary notwithstanding, the Consultant hereby agrees that he shall not sell, transfer by any means or otherwise dispose of the Option Shares acquired by him unless registered under the 1933 Act, or in the event that they are not so registered, pursuant to an exemption from the 1933 Act registration requirements is available thereunder, and the Consultant 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.

13. MISCELLANEOUS.

13.1.NOTICES. All notices, requests, deliveries, payments, demands and other communications which are required or permitted to be given under this Agreement shall be in writing and shall be either delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid or by private courier which shows the time and date of delivery to the parties at their respective addresses set forth herein, or to such other address as either shall have specified by notice in writing to the other. Notice shall be deemed duly given hereunder when delivered or mailed as provided herein.

13.2.STOCKHOLDER RIGHTS. The Consultant shall not have any of the rights of a stockholder with respect to the Option Shares until such shares have been issued after the exercise of the Option.

13.3.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.

13.4.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 by a writing executed by the Consultant and the Company.

13.5.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.

13.6.GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida (without regard to choice of law provisions).

13.7.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.

IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day and year first above written.

PARKERVISION, INC.

By:
Jeffrey Parker
Chairman of the Board

Consultant:                           Address:

---------------------------------     c/o Sterne, Kessler, Goldstein & Fox, PLLC
                                      Suite 600
                                      1100 New York Avenue, N.W.
                                      Washington, DC 20005

EXHIBIT A

FORM OF NOTICE OF EXERCISE OF OPTION

[Date]

ParkerVision, Inc.
8493 Baymeadows Way
Jacksonville, Florida 32256
Attention: Stock Option Committee of
the Board of Directors

Re: Purchase of Option Shares

Gentlemen:

In accordance with my Stock Option Agreement dated as of November 16, 1998 with ParkerVision, Inc. (the "Company"), I hereby irrevocably elect to exercise the right to purchase _________ shares of the Company's Common Stock, par value $.01 per share ("Common Stock"), which are being purchased for investment and not for resale.

As payment for my shares, enclosed is (check and complete applicable box[es]):

___ a [personal check] [certified check] [bank check] payable to the order of "ParkerVision, Inc." in the sum of $_________;

___ confirmation of wire transfer in the amount of $_____________; and/or

Kindly forward to me my certificate at your earliest convenience.

Very truly yours,

------------------------------     ------------------------------
(Signature)                        (Address)


------------------------------     ------------------------------
(Print Name)                       (Address)

                                   ------------------------------
                                   (Social Security Number)

EXHIBIT 10.10

STOCK OPTION

THIS STOCK OPTION (the "Agreement"), dated as of the 4th day of March, 1999, is executed and delivered by PARKERVISION, INC., a Florida corporation (the "Company") to (the "Optionee").

WHEREAS, the Company desires to provide the Optionee an opportunity to purchase its common stock, par value $.01 per share (the "Stock").

NOW THEREFORE, the Company agrees as follows:

1. GRANT OF OPTION. The Company irrevocably grants to the Optionee the right and option (the "Option") to purchase twelve thousand five hundred (12,500) shares of Stock (the "Option Shares") on the terms and conditions contained in this agreement. The Option is granted under the ParkerVision, Inc. 1993 Stock Plan (the "Plan").

2. PURCHASE PRICE. The purchase price of the Option Shares shall be $23.25 per Option Share (the "Purchase Price").

3. VESTING; EXPIRATION. The Option Shares shall be fully vested as of March 4, 1999 and the exercise period will terminate on March 4, 2009.

4. EXERCISE AND PAYMENT. The Option may be exercised by written notice from the Optionee to the Company, addressed to its Secretary. The notice must specify the number of Option Shares which are to be exercised. The Option may not be exercised as to less than one hundred (100) shares at any one time (or the remaining shares then purchasable under the Option, if less than one hundred
(100) shares). The notice must be accompanied by payment in cash of the full Purchase Price of the specified Option Shares. Payment of the Purchase Price shall be made by check payable to the order of the Company. All

Option Shares purchased shall be fully paid and nonassessable. The Optionee shall remit to the Company at the time of any exercise of the Option any withholding taxes required to be collected by the Company under federal, state or local law as a result of the exercise. The Company shall deliver a certificate representing the Option Shares purchased as soon as practicable after receipt of the notice and full payment of the Purchase Price. The certificate for the Option Shares purchased shall be registered in the name of the Optionee.

5. PURCHASE FOR INVESTMENT; REGISTRATION. Notwithstanding anything to the contrary contained herein, unless the Option Shares to be issued upon exercise of the Option have been effectively registered under the Securities Act of 1933, as now in force or hereafter amended, the Optionee shall, upon exercise of the Option, provide a written representation to the Company in form and substance satisfactory to the Company and upon which the Company may reasonably rely, that the Optionee is acquiring the Option Shares as an investment and not with a view to, or for sale in connection with, the distribution of any such Option Shares. Each certificate representing Option Shares issued pursuant to the Option may bear a reference to such investment representation, as well as a legend that the Option Shares have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state, and that the Option Shares may not be sold or transferred unless the Company shall be provided evidence satisfactory to it that such sale or transfer shall not be in violation of the Securities Act of 1933, as amended, or applicable state securities laws, or any rule or regulation promulgated thereunder. Nothing contained herein shall ever require the Company to register the Option Shares under the Securities Act of 1933, as amended, or any state securities laws.

6. TRANSFERABILITY. The Option and the underlying shares are not transferable by the Optionee for a period of six months from the date of grant. Notwithstanding the foregoing, the Optionee shall have the right to sell, devise, gift, encumber, pledge, lien, grant a security interest in, and/or otherwise transfer, assign and dispose of the Option as the Optionee sees fit.

7. CHANGES IN CAPITAL STRUCTURE. If all or any portion of the Option shall be exercised subsequent to any share dividend, share split, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization or liquidation occurring after the date hereof, as a result of which (i) shares of any class shall be issued in respect of outstanding stock, or (ii) shares of stock shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number of the class of shares which, if shares of Stock (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereof) and had not been disposed of, such person or persons would be holding, at the time of such exercise, as a result of such purchase and all such share dividends, share split, recapitalizations, mergers, consolidations, combinations or exchange of shares, separations, reorganizations or liquidations; provided however, that no fractional share shall be issued upon any such exercise and the aggregate price paid shall be approximately reduced on account of any fractional share not issued.

8. GENERAL. The Company shall at all times during the term of the Option, reserve and keep available such number of shares of Stock as will be sufficient to satisfy the requirements of this Agreement, shall pay all original issue and transfer taxes with respect to the issue and transfer of shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith, and will from time to time use its best efforts to comply with all laws and regulations which, in the opinion of counsel for the Company, shall be applicable thereto.

9. MISCELLANEOUS. This Agreement and the Option hereby granted is subject to the terms and provisions of the Plan. The holder of the Option shall not have any of the rights of a shareholder with respect to unexercised Option Shares.

IN WITNESS WHEREOF, this Agreement has been executed by an authorized officer on behalf of the Company as of the date first written above.

PARKERVISION, INC., a Florida Corporation ("Company")

By: ------------------------- Jeffrey Parker, Chairman

APPROVED BY BOARD OF DIRECTORS ON MAY 17, 2000
APPROVED BY SHAREHOLDERS ON JULY 13, 2000

PARKERVISION, INC.

2000 PERFORMANCE EQUITY PLAN

SECTION 1. PURPOSE; DEFINITIONS.

1.1 PURPOSE. The purpose of the ParkerVision, Inc. 2000 Performance Equity 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 forth below:

(a) "Agreement" means the agreement between the Company and the Holder setting forth the terms and conditions of an award under the Plan.

(b) "Board" means the Board of Directors of the Company.

(d) "Committee" means the Stock Option Committee of the Board or any other committee of the Board that the Board may designate to administer the Plan or any portion thereof. If no Committee is so designated, then all references in this Plan to "Committee" shall mean the Board.

(e) "Common Stock" means the Common Stock of the Company, $.01 par value per share.

(f) "Company" means ParkerVision, Inc., a corporation organized under the laws of the State of Florida.

(g) "Deferred Stock" means Common Stock to be received, under an award made pursuant to Section 8, below, at the end of a specified deferral period.

(h) "Disability" means physical or mental impairment as determined under procedures established by the Committee for purposes of the Plan.

(i) "Effective Date" means the date set forth in Section 12.1, below.

(j) "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 quoted on the Nasdaq National Market or Nasdaq SmallCap Market, 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 quoted on the Nasdaq National Market or Nasdaq SmallCap Market, 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 the National Quotation Bureau, Incorporated 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.

(k) "Holder" means a person who has received an award under the Plan.

(l) "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.

(m) "Nonqualified Stock Option" means any Stock Option that is not an Incentive Stock Option.

(n) "Normal Retirement" means retirement from active employment with the Company or any Subsidiary on or after age 65.

(o) "Other Stock-Based Award" means an award under Section 9, below, that is valued in whole or in part by reference to, or is otherwise based upon, Common Stock.

(p) "Parent" means any present or future "parent corporation" of the Company, as such term is defined in Section 424(e) of the Code.

(q) "Plan" means the ParkerVision, Inc. 2000 Performance Equity Plan, as hereinafter amended from time to time.

(r) "Repurchase Value" shall mean the Fair Market Value in the event the award to be repurchased under Section 10.2 is comprised of shares of Common Stock and the difference between Fair Market Value and the Exercise Price (if lower than Fair Market Value) in the event the award is a Stock Option or Stock Appreciation Right; in each case, multiplied by the number of shares subject to the award.

(s) "Restricted Stock" means Common Stock, received under an award made pursuant to Section 7, below, that is subject to restrictions under said
Section 7.

(t) "SAR Value" means the excess of the Fair Market Value (on the exercise date) over the exercise price that the participant would have otherwise had to pay to exercise the related Stock Option, multiplied by the number of shares for which the Stock Appreciation Right is exercised.

(u) "Stock Appreciation Right" means the right to receive from the Company, on surrender of all or part of the related Stock Option, 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 date).

(v) "Stock Option" or "Option" means any option to purchase shares of Common Stock which is granted pursuant to the Plan.

(w) "Stock Reload Option" means any option granted under Section 5.3 of the Plan.

(x) "Subsidiary" means any present or future "subsidiary corporation" of the Company, as such term is defined in Section 424(f) of the Code.

SECTION 2. ADMINISTRATION.

2.1 COMMITTEE MEMBERSHIP. The Plan shall be administered by the Board or a Committee. 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. The Committee members, to the extent possible and deemed to be appropriate by the Board, shall be "non-employee directors" as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), and "outside directors" within the meaning of Section 162(m) of the Code.

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, (iv) Deferred Stock, (v) Stock Reload Options and/or (vi) 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 Plan):

(a) to select the officers, employees, directors and consultants of the Company or any Subsidiary to whom Stock Options, Stock Appreciation Rights, Restricted Stock, Deferred Stock, Reload Stock Options 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 shall determine);

(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 hereunder;

(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 awards made by the Company or any Subsidiary outside of this Plan;

(e) to permit a Holder to elect to defer a payment under the Plan under such rules and procedures as the Committee may establish, including the payment or crediting of interest on deferred amounts denominated in cash and of dividend equivalents on deferred amounts denominated in Common Stock;

(f) to determine the extent and circumstances under which Common Stock and other amounts payable with respect to an award hereunder shall be deferred that may be either automatic or at the election of the Holder; and

(g) to substitute (i) new Stock Options for previously granted Stock Options, which previously granted Stock Options have higher option exercise prices and/or contain other less favorable terms, and (ii) new awards of any other type for previously granted awards of the same type, which previously granted awards are upon less favorable terms.

Notwithstanding anything contained herein to the contrary, the Committee shall not grant to any one Holder in any one calendar year awards for more than 1,000,000 shares in the aggregate.

2.3 INTERPRETATION OF PLAN.

(a) COMMITTEE AUTHORITY. Subject to Section 11, below, 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 11, below, 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 limited to Stock Reload Options or Stock Appreciation 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.

SECTION 3. STOCK SUBJECT TO PLAN.

3.1 NUMBER OF SHARES. 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 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, Deferred Stock award, Reload Stock Option 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. If a Holder pays the exercise price of a Stock Option by surrendering any previously owned shares and/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, then the number of shares available under the Plan shall be increased by the lesser of (i) the number of such surrendered shares and shares used to pay taxes; and
(ii) the number of shares purchased under such Stock Option.

3.2 ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. In the event of any dividend payable on shares of Common Stock, stock split of Common Stock, reverse stock split of Common Stock, combination or exchange of Common Stock, or other similar event which results in a change in the shares of Common Stock of the Company as a whole, the Committee shall make such equitable adjustments in the terms of any award (both of shares and price) and the aggregate number of shares reserved for issuance under the Plan. Any such adjustments will be made by the Committee, whose determination will be final, binding and conclusive.

SECTION 4. ELIGIBILITY.

Awards may be made or granted to employees, officers, directors and consultants who are deemed to have rendered or to be able to render significant services to the Company or its Subsidiaries and who are deemed to have contributed or to have the potential to contribute to the success of the Company. No Incentive Stock Option shall be granted to any person who is not an employee of the Company or a Subsidiary at the time of grant. Notwithstanding the foregoing, an award may be made or granted to a person in connection with his hiring or retention, or at any time on or after the date he reaches an agreement (oral or

written) with the Company with respect to such hiring or retention, even though it may be prior to the date the person first performs services for the Company or its Subsidiaries; provided, however, that no portion of any such award shall become vested prior to the date the person first performs such services.

SECTION 5. STOCK OPTIONS.

5.1 GRANT AND EXERCISE. Stock Options granted under the Plan may be of two types: (i) Incentive Stock Options and (ii) Nonqualified Stock Options. Any Stock Option granted under the Plan shall contain such terms, not inconsistent with this Plan, or with respect to Incentive Stock Options, not inconsistent with the Plan and the Code, as the Committee may from time to time approve. The Committee shall have the authority to grant Incentive Stock Options or Non-Qualified Stock Options, or both types of Stock Options which may be granted alone or in addition to other awards granted under the Plan. To the extent that any Stock Option intended to qualify as an Incentive Stock Option does not so qualify, it shall constitute a separate Nonqualified Stock Option.

5.2 TERMS AND CONDITIONS. Stock Options granted under the Plan shall be subject to the following terms and conditions:

(a) OPTION TERM. The term of each Stock Option shall be fixed by the Committee; provided, however, that an Incentive Stock Option may be granted only within the ten-year period commencing from the Effective Date and may only be exercised within ten years of the date of grant (or five years in the case of an Incentive Stock Option granted to an optionee who, at the time of grant, owns Common Stock possessing more than 10% of the total combined voting power of all classes of stock of the Company ("10% Shareholder").

(b) EXERCISE PRICE. The exercise price per share of Common Stock purchasable under a Stock Option shall be determined by the Committee at the time of grant and may not be less than 100% of the Fair Market Value on the day of grant; provided, however, that (i) the exercise price of an Incentive Stock Option granted to a 10% Shareholder shall not be less than 110% of the Fair Market Value on the date of grant; and (ii) if the Stock Option is granted in connection with the recipient's hiring, retention, reaching an agreement (oral or written) with the Company with respect to such hiring or retention, promotion or similar event, the option exercise price may be not less than the Fair Market Value of the Common Stock on the trading day immediately preceding the date on which the recipient is hired or retained, reached such agreement with respect to such hiring or retention, or is promoted (or similar event), if the grant of the Stock Option occurs not more than 120 days after the date of such hiring, retention, agreement, promotion or other event.

(c) EXERCISABILITY. Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee and as set forth in Section 10, below. If the Committee provides, in its discretion, that any Stock Option is exercisable only in installments, i.e., that it vests over time, the Committee may waive such installment exercise provisions at any time at or after the time of grant in whole or in part, based upon such factors as the Committee shall determine.

(d) METHOD OF EXERCISE. Subject to whatever installment, exercise and waiting period provisions are applicable in a particular case, Stock 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 shall be accompanied by payment in full of the purchase price, which shall be in cash or, if provided in the Agreement, either in shares of Common Stock (including Restricted Stock and other contingent awards under this Plan) or partly in cash and partly in such Common Stock, or such other means which the Committee determines are consistent with the Plan's purpose

and applicable law. Cash payments shall be made by wire transfer, certified or bank check or personal check, in each case payable to the order of the Company; provided, however, that the Company shall not be required to deliver certificates for shares of Common Stock with respect to which an Option is exercised until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof. Payments in the form of Common Stock shall be valued at the Fair Market Value on the date prior to the date of exercise. Such payments shall be made by delivery of stock certificates in negotiable form that are effective to transfer good and valid title thereto to the Company, free of any liens or encumbrances. Subject to the terms of the Agreement, the Committee may, in its sole discretion, at the request of the Holder, deliver upon the exercise of a Nonqualified Stock Option a combination of shares of Deferred Stock and Common Stock; provided that, notwithstanding the provisions of Section 8 of the Plan, such Deferred Stock shall be fully vested and not subject to forfeiture. A Holder shall have none of the rights of a Shareholder with respect to the shares subject to the Option until such shares shall be transferred to the Holder upon the exercise of the Option.

(e) TRANSFERABILITY. Except as may be set forth in the next sentence of this section or in the Agreement, no Stock Option shall be transferable by the Holder other than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the Holder's lifetime, only by the Holder (or, to the extent of legal incapacity or incompetency, the Holder's guardian or legal representative). Notwithstanding the foregoing, a Holder, with the approval of the Committee, may transfer a Nonqualified Stock Option (i) (A) by gift, for no consideration, or (B) pursuant to a domestic relations order, in either case, to or for the benefit of the Holder's "Immediate Family" (as defined below), or (ii) to an entity in which the Holder and/or members of Holder's Immediate Family own more than fifty percent of the voting interest, in exchange for an interest in that entity, subject to such limits as the Committee may establish, and the transferee shall remain subject to all the terms and conditions applicable to the Stock Option prior to such transfer. The term "Immediate Family" shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, any person sharing the Holder's household (other than a tenant or employee), a trust in which these persons have more than fifty percent beneficial interest, and a foundation in which these persons (or the Holder) control the management of the assets.

(f) TERMINATION BY REASON OF DEATH. If a Holder's employment by the Company or a Subsidiary terminates by reason of death, any Stock Option held by such Holder, unless otherwise determined by the Committee at the time of grant and set forth in the Agreement, shall thereupon automatically terminate, except that the portion of such Stock Option that has vested on the date of death may thereafter be exercised by the legal representative of the estate or by the legatee of the Holder under the will of the Holder, for a period of one year (or such other greater or lesser period as the Committee may specify at grant) from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter.

(g) TERMINATION BY REASON OF DISABILITY. If a Holder's employment by the Company or any Subsidiary terminates by reason of Disability, any Stock Option held by such Holder, unless otherwise determined by the Committee at the time of grant and set forth in the Agreement, shall thereupon automatically terminate, except that the portion of such Stock Option that has vested on the date of termination may thereafter be exercised by the Holder for a period of one year (or such other greater or lesser period as the Committee may specify at the time of grant) from the date of such termination of employment or until the expiration of the stated term of such Stock Option, whichever period is the shorter.

(h) OTHER TERMINATION. Subject to the provisions of Section 13.3, below, and unless otherwise determined by the Committee at the time of grant and set forth in the Agreement, if a Holder is an employee of the Company or a Subsidiary at the time of grant and if such Holder's employment by the Company or any Subsidiary terminates for any reason other than death or Disability, the Stock Option shall

thereupon automatically terminate, except that if the Holder's employment is terminated by the Company or a Subsidiary without cause or due to Normal Retirement, then the portion of such Stock Option that has vested on the date of termination of employment may be exercised for the lesser of three months after termination of employment or the balance of such Stock Option's term.

(i) ADDITIONAL INCENTIVE STOCK OPTION LIMITATION. In the case of an Incentive Stock Option, the aggregate Fair Market Value (on the date of grant of the Option) with respect to which Incentive Stock Options become exercisable for the first time by a Holder during any calendar year (under all such plans of the Company and its Parent and Subsidiary) shall not exceed $100,000.

(j) BUYOUT AND SETTLEMENT PROVISIONS. The Committee may at any time, in its sole discretion, offer to repurchase a Stock Option previously granted, based upon such terms and conditions as the Committee shall establish and communicate to the Holder at the time that such offer is made.

5.3 STOCK RELOAD OPTION. If a Holder tenders shares of Common Stock to pay the exercise price of a Stock Option ("Underlying Option"), and/or arranges to have a portion of the shares otherwise issuable upon exercise withheld to pay the applicable withholding taxes, the Holder may receive, at the discretion of the Committee, a new Stock Reload Option to purchase that number of shares of Common Stock equal to the number of shares tendered to pay the exercise price and the withholding taxes ( but only if such shares were held by the Holder for at least six months). Stock Reload Options may be any type of option permitted under the Code and will be granted subject to such terms, conditions, restrictions and limitations as may be determined by the Committee, from time to time. Such Stock Reload Option shall have an exercise price equal to the Fair Market Value as of the date of exercise of the Underlying Option. Unless the Committee determines otherwise, a Stock Reload Option may be exercised commencing one year after it is granted and shall expire on the date of expiration of the Underlying Option to which the Reload Option is related.

SECTION 6. STOCK APPRECIATION RIGHTS.

6.1 GRANT AND EXERCISE. The Committee may grant Stock Appreciation Rights to participants who have been, or are being granted, Stock Options under the Plan as a means of allowing such participants to exercise their Stock Options without the need to pay the exercise price in cash. In the case of a Nonqualified Stock Option, a Stock Appreciation Right may be granted either at or after the time of the grant of such Nonqualified Stock Option. In the case of an Incentive Stock Option, a Stock Appreciation Right may be granted only at the time of the grant of such Incentive Stock Option.

6.2 TERMS AND CONDITIONS. Stock Appreciation Rights shall be subject to the following terms and conditions:

(a) EXERCISABILITY. Stock Appreciation Rights shall be exercisable as shall be determined by the Committee and set forth in the Agreement, subject to the limitations, if any, imposed by the Code, with respect to related Incentive Stock Options.

(b) TERMINATION. A Stock Appreciation Right shall terminate and shall no longer be exercisable upon the termination or exercise of the related Stock Option.

(c) METHOD OF EXERCISE. Stock Appreciation Rights shall be exercisable upon such terms and conditions as shall be determined by the Committee and set forth in the Agreement and by surrendering the applicable portion of the related Stock Option. Upon such exercise and surrender, the Holder shall be

entitled to receive a number of shares of Common Stock equal to the SAR Value divided by the Fair Market Value on the date the Stock Appreciation Right is exercised.

(d) SHARES AFFECTED UPON PLAN. The granting of a Stock Appreciation Right shall not affect the number of shares of Common Stock available for awards under the Plan. The number of shares available for awards under the Plan will, however, be reduced by the number of shares of Common Stock acquirable upon exercise of the Stock Option to which such Stock Appreciation Right relates.

SECTION 7. RESTRICTED STOCK.

7.1 GRANT. Shares of Restricted Stock may be awarded either alone or in addition to other awards granted under the Plan. The Committee shall determine the eligible persons to whom, and the time or times at which, grants of Restricted Stock will be awarded, the number of shares to be awarded, the price (if any) to be paid by the Holder, the time or times within which such awards may be subject to forfeiture ("Restriction Period"), the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the awards.

7.2 TERMS AND CONDITIONS. Each Restricted Stock award shall be subject to the following terms and conditions:

(a) CERTIFICATES. Restricted Stock, when issued, will be represented by a stock certificate or certificates registered in the name of the Holder to whom such Restricted Stock shall have been awarded. During the Restriction Period, certificates representing the Restricted Stock and any securities constituting Retained Distributions (as defined below) shall bear a legend to the effect that ownership of the Restricted Stock (and such Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms and conditions provided in the Plan and the Agreement. Such certificates shall be deposited by the Holder with the Company, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Stock and any securities constituting Retained Distributions that shall be forfeited or that shall not become vested in accordance with the Plan and the Agreement.

(b) RIGHTS OF HOLDER. Restricted Stock shall constitute issued and outstanding shares of Common Stock for all corporate purposes. The Holder will have the right to vote such Restricted Stock, to receive and retain all regular cash dividends and other cash equivalent distributions as the Board may in its sole discretion designate, pay or distribute on such Restricted Stock and to exercise all other rights, powers and privileges of a holder of Common Stock with respect to such Restricted Stock, with the exceptions that (i) the Holder will not be entitled to delivery of the stock certificate or certificates representing such Restricted Stock until the Restriction Period shall have expired and unless all other vesting requirements with respect thereto shall have been fulfilled; (ii) the Company will retain custody of the stock certificate or certificates representing the Restricted Stock during the Restriction Period; (iii) other than regular cash dividends and other cash equivalent distributions as the Board may in its sole discretion designate, pay or distribute, the Company will retain custody of all distributions ("Retained Distributions") made or declared with respect to the Restricted Stock (and such Retained Distributions will be subject to the same restrictions, terms and conditions as are applicable to the Restricted Stock) until such time, if ever, as the Restricted Stock with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested and with respect to which the Restriction Period shall have expired; (iv) a breach of any of the restrictions, terms or conditions contained in this Plan or the Agreement or otherwise established by the Committee with respect to any Restricted Stock or Retained Distributions will cause a forfeiture of such Restricted Stock and any Retained Distributions with respect thereto.

(c) VESTING; FORFEITURE. Upon the expiration of the Restriction Period with respect to each award of Restricted Stock and the satisfaction of any other applicable restrictions, terms and conditions (i) all or part of such Restricted Stock shall become vested in accordance with the terms of the Agreement, subject to Section 10, below, and (ii) any Retained Distributions with respect to such Restricted Stock shall become vested to the extent that the Restricted Stock related thereto shall have become vested, subject to Section 10, below. Any such Restricted Stock and Retained Distributions that do not vest shall be forfeited to the Company and the Holder shall not thereafter have any rights with respect to such Restricted Stock and Retained Distributions that shall have been so forfeited.

SECTION 8. DEFERRED STOCK.

8.1 GRANT. Shares of Deferred Stock may be awarded either alone or in addition to other awards granted under the Plan. The Committee shall determine the eligible persons to whom and the time or times at which grants of Deferred Stock will be awarded, the number of shares of Deferred Stock to be awarded to any person, the duration of the period ("Deferral Period") during which, and the conditions under which, receipt of the shares will be deferred, and all the other terms and conditions of the awards.

8.2 TERMS AND CONDITIONS. Each Deferred Stock award shall be subject to the following terms and conditions:

(a) CERTIFICATES. At the expiration of the Deferral Period (or the Additional Deferral Period referred to in Section 8.2 (d) below, where applicable), share certificates shall be issued and delivered to the Holder, or his legal representative, representing the number equal to the shares covered by the Deferred Stock award.

(b) RIGHTS OF HOLDER. A person entitled to receive Deferred Stock shall not have any rights of a Shareholder by virtue of such award until the expiration of the applicable Deferral Period and the issuance and delivery of the certificates representing such Common Stock. The shares of Common Stock issuable upon expiration of the Deferral Period shall not be deemed outstanding by the Company until the expiration of such Deferral Period and the issuance and delivery of such Common Stock to the Holder.

(c) VESTING; FORFEITURE. Upon the expiration of the Deferral Period with respect to each award of Deferred Stock and the satisfaction of any other applicable restrictions, terms and conditions all or part of such Deferred Stock shall become vested in accordance with the terms of the Agreement, subject to
Section 10, below. Any such Deferred Stock that does not vest shall be forfeited to the Company and the Holder shall not thereafter have any rights with respect to such Deferred Stock.

(d) ADDITIONAL DEFERRAL PERIOD. A Holder may request to, and the Committee may at any time, defer the receipt of an award (or an installment of an award) for an additional specified period or until a specified event ("Additional Deferral Period"). Subject to any exceptions adopted by the Committee, such request must generally be made at least one year prior to expiration of the Deferral Period for such Deferred Stock award (or such installment).

SECTION 9. OTHER STOCK-BASED AWARDS.

Other Stock-Based Awards may be awarded, subject to limitations under applicable law, that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of Common Stock, as deemed by the Committee to be consistent with the purposes of the Plan,

including, without limitation, purchase rights, shares of Common Stock awarded which are not subject to any restrictions or conditions, convertible or exchangeable debentures, or other rights convertible into shares of Common Stock and awards valued by reference to the value of securities of or the performance of specified Subsidiaries. Other Stock-Based Awards may be awarded either alone or in addition to or in tandem with any other awards under this Plan or any other plan of the Company. Each other Stock-Based Award shall be subject to such terms and conditions as may be determined by the Committee.

SECTION 10. ACCELERATED VESTING AND EXERCISABILITY.

10.1 NON-APPROVED TRANSACTIONS. If any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act of 1934, as amended ("Exchange Act")), is or becomes the "beneficial owner" (as referred in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company's then outstanding securities in one or more transactions, and the Board does not authorize or otherwise approve such acquisition, then the vesting periods of any and all Stock Options and other awards granted and outstanding under the Plan shall be accelerated and all such Stock Options and awards will immediately and entirely vest, and the respective holders thereof will have the immediate right to purchase and/or receive any and all Common Stock subject to such Stock Options and awards on the terms set forth in this Plan and the respective agreements respecting such Stock Options and awards.

10.2 APPROVED TRANSACTIONS. The Committee may, in the event of an acquisition of substantially all of the Company's assets or at least 65% of the combined voting power of the Company's then outstanding securities in one or more transactions (including by way of merger or reorganization) which has been approved by the Company's Board of Directors, (i) accelerate the vesting of any and all Stock Options and other awards granted and outstanding under the Plan, and (ii) require a Holder of any award granted under this Plan to relinquish such award to the Company upon the tender by the Company to Holder of cash in an amount equal to the Repurchase Value of such award.

SECTION 11. AMENDMENT AND TERMINATION.

The Board may at any time, and from time to time, amend alter, suspend or discontinue any of the provisions of the Plan, but no amendment, alteration, suspension or discontinuance shall be made that would impair the rights of a Holder under any Agreement theretofore entered into hereunder, without the Holder's consent.

SECTION 12. TERM OF PLAN.

12.1 EFFECTIVE DATE. The Plan shall be effective as of May 17, 2000, subject to the approval of the Plan by the Company's shareholders within one year after the Effective Date. Any awards granted under the Plan prior to such approval shall be effective when made (unless otherwise specified by the Committee at the time of grant), but shall be conditioned upon, and subject to, such approval of the Plan by the Company's shareholders and no awards shall vest or otherwise become free of restrictions prior to such approval.

12.2 TERMINATION DATE. Unless terminated by the Board, this Plan shall continue to remain effective until such time as no further awards may be granted and all awards granted under the Plan are no longer outstanding. Notwithstanding the foregoing, grants of Incentive Stock Options may be made only during the ten year period following the Effective Date.

SECTION 13. GENERAL PROVISIONS.

13.1 WRITTEN AGREEMENTS. Each award granted under the Plan shall be confirmed by, and shall be subject to the terms, of the Agreement executed by the Company and the Holder. The Committee may terminate any award made under the Plan if the Agreement relating thereto is not executed and returned to the Company within 10 days after the Agreement has been delivered to the Holder for his or her execution.

13.2 UNFUNDED STATUS OF PLAN. The Plan is intended to constitute an "unfunded" plan for incentive and deferred compensation. With respect to any payments not yet made to a Holder by the Company, nothing contained herein shall give any such Holder any rights that are greater than those of a general creditor of the Company.

13.3 EMPLOYEES.

(a) ENGAGING IN COMPETITION WITH THE COMPANY; DISCLOSURE OF CONFIDENTIAL INFORMATION. If a Holder's employment with the Company or a Subsidiary is terminated for any reason whatsoever, and within 18 months after the date thereof such Holder either (i) accepts employment with any competitor of, or otherwise engages in competition with, the Company, (ii) solicits any customers or employees of the Company to do business with or render services to the Holder or any business with which the Holder becomes affiliated or to which the Holder renders services, or (iii) discloses to anyone outside the Company or uses any confidential information or material of the Company in violation of the Company's policies or any agreement between the Holder and the Company, the Committee, in its sole discretion, may require such Holder to return to the Company the economic value of any award that was realized or obtained by such Holder at any time during the period beginning on that date that is six months prior to the date such Holder's employment with the Company is terminated.

(b) TERMINATION FOR CAUSE. The Committee may, if a Holder's employment with the Company or a Subsidiary is terminated for cause, annul any award granted under this Plan to such employee and, in such event, the Committee, in its sole discretion, may require such Holder to return to the Company the economic value of any award that was realized or obtained by such Holder at any time during the period beginning on that date that is six months prior to the date such Holder's employment with the Company is terminated.

(c) NO RIGHT OF EMPLOYMENT. Nothing contained in the Plan or in any award hereunder shall be deemed to confer upon any Holder who is an employee of the Company or any Subsidiary any right to continued employment with the Company or any Subsidiary, nor shall it interfere in any way with the right of the Company or any Subsidiary to terminate the employment of any Holder who is an employee at any time.

13.4 INVESTMENT REPRESENTATIONS; COMPANY POLICY. The Committee may require each person acquiring shares of Common Stock pursuant to a Stock Option or other award under the Plan to represent to and agree with the Company in writing that the Holder is acquiring the shares for investment without a view to distribution thereof. Each person acquiring shares of Common Stock pursuant to a Stock Option or other award under the Plan shall be required to abide by all policies of the Company in effect at the time of such acquisition and thereafter with respect to the ownership and trading of the Company's securities.

13.5 ADDITIONAL INCENTIVE ARRANGEMENTS. Nothing contained in the Plan shall prevent the Board from adopting such other or additional incentive arrangements as it may deem desirable, including, but not limited to, the granting of Stock Options and the awarding of Common Stock and cash otherwise than under the Plan; and such arrangements may be either generally applicable or applicable only in specific cases.

13.6 WITHHOLDING TAXES. Not later than the date as of which an amount must first be included in the gross income of the Holder for Federal income tax purposes with respect to any option or other award under the Plan, the Holder 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. If permitted by the Committee, 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 under the Plan shall be conditioned upon such payment or arrangements and the Company or the Holder's employer (if not 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 Holder from the Company or any Subsidiary.

13.7 GOVERNING LAW. The Plan and all awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Florida (without regard to choice of law provisions); provided, however, that all matters relating to or involving corporate law shall be governed by the laws of the State of Florida.

13.8 OTHER BENEFIT PLANS. Any award granted under the Plan shall not be deemed compensation for purposes of computing benefits under any retirement plan of the Company or any Subsidiary and shall not affect any benefits under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation (unless required by specific reference in any such other plan to awards under this Plan).

13.9 NON-TRANSFERABILITY. Except as otherwise expressly provided in the Plan or the Agreement, no right or benefit under the Plan may be alienated, sold, assigned, hypothecated, pledged, exchanged, transferred, encumbranced or charged, and any attempt to alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge the same shall be void.

13.10 APPLICABLE LAWS. The obligations of the Company with respect to all Stock Options and awards under the Plan shall be subject to (i) all applicable laws, rules and regulations and such approvals by any governmental agencies as may be required, including, without limitation, the Securities Act of 1933, as amended, and (ii) the rules and regulations of any securities exchange on which the Common Stock may be listed.

13.11 CONFLICTS. If any of the terms or provisions of the Plan or an Agreement conflict with the requirements of Section 422 of the Code, then such terms or provisions shall be deemed inoperative to the extent they so conflict with such requirements. Additionally, if this Plan or any Agreement does not contain any provision required to be included herein under Section 422 of the Code, such provision shall be deemed to be incorporated herein and therein with the same force and effect as if such provision had been set out at length herein and therein. If any of the terms or provisions of any Agreement conflict with any terms or provisions of the Plan, then such terms or provisions shall be deemed inoperative to the extent they so conflict with the requirements of the Plan. Additionally, if any Agreement does not contain any provision required to be included therein under the Plan, such provision shall be deemed to be incorporated therein with the same force and effect as if such provision had been set out at length therein.

13.12 NON-REGISTERED STOCK. The shares of Common Stock to be distributed under this Plan have not been, as of the Effective Date, registered under the Securities Act of 1933, as amended, or any applicable state or foreign securities laws and the Company has no obligation to any Holder to register the Common Stock or to assist the Holder in obtaining an exemption from the various registration requirements, or to list the

Common Stock on a national securities exchange or any other trading or quotation system, including the Nasdaq National Market and Nasdaq SmallCap Market.

EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

As independent certified public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 24, 1999, included in ParkerVision, Inc.'s Form 10-K for the year ended December 31, 1998 and to all references to our Firm included in this registration statement.

                                        /s/ Arthur Anderson LLP

                                        ARTHUR ANDERSEN LLP

Jacksonville, Florida
August 7, 2000

EXHIBIT 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of ParkerVision, Inc. of our report dated March 10, 2000 relating to the financial statements which appear in the Annual Report on Form 10-K for the year ended December 31, 1999.

                                        /s/ PricewaterhouseCoopers LLP

                                        PRICEWATERHOUSECOOPERS LLP

Jacksonville, Florida
August 7, 2000