SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): June
4, 2008
PARKERVISION,
INC.
(Exact
Name of Registrant as Specified in Charter)
|
Florida
|
|
0-22904
|
|
59-2971472
|
|
(State
or Other Jurisdiction of Incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer Identification No.)
|
| |
|
|
|
|
|
7915
Baymeadows Way, Suite 400, Jacksonville,
Florida
|
|
32256
|
|
(Address
of Principal Executive
Offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code (904)
737-1367
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
| |
o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
| |
o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| |
o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
| |
o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e 4(c))
|
Item
5.02 — Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On
June
4, 2008, the Company entered into employment agreements (the “Agreements”) with
its named executive officers, Jeffrey Parker, the Company’s Chairman of the
Board and Chief Executive Officer, Cynthia Poehlman, the Company’s Chief
Financial Officer, and David Sorrells, the Company’s Chief Technical Officer. In
addition, the Company appointed John Stuckey Executive Vice President
of Corporate Strategy and Business Development and entered into
Agreements with Mr. Stuckey and Mr. Gregory Rawlins, the Company’s Chief Staff
Scientist.
The
Agreements provide each employee with a base salary commensurate with his/her
position in the organization, an annual achievement bonus based on performance,
long-term equity incentive awards in the form of Restricted Stock Units (“RSUs”)
and severance benefits in the event of termination without cause, termination
by
the employee for “Good Reason” as defined in the Agreements and termination due
to a change in control event. The Agreements also contain provisions for the
protection of the Company’s intellectual property and for non-compete
restrictions in the event of termination of the employee.
The
non-compete provisions of the Agreements are effective for three years following
the employee’s termination provided that the Company compensates the employee
the equivalent of his/her base salary over the restriction period. In the event
of termination due to a change in control, the employee’s severance pay that
exceeds twelve months’ salary is applied as a credit toward the non-compete
compensation. If the employee is terminated for cause or resigns without “Good
Reason” as defined in the Agreements, all gains realized by the employee from
the sale of equity awards during the preceding twelve months, as well as the
value at the date of termination of all outstanding equity awards, will be
credited towards the non-compete compensation.
The
RSUs
granted in connection with these Agreements include time-vested RSUs which
vest
in quarterly increments over the three year term of the Agreements and
performance RSUs which have a vesting schedule based on price performance of
the
Company’s common stock. These RSUs were all granted under the Company’s 2000
Stock Performance Plan and represent the long-term equity incentive awards
for
2008 and 2009. These RSU’s have provisions for acceleration of all or a portion
of the award in the event of a change in control.
The
severance package includes continuation of base salary for a one year period
following the termination date, continuation of group health benefits and
payment of the annual achievement bonus on a prorated basis. In the case of
termination due to a change in control, or within two years following a change
in control, the employee is entitled to 150% to 300% of his/her base salary
plus
an amount equal to the greater of the prior year’s annual bonus or the average
of the three prior year’s annual bonus amount.
The
Agreements provide for excise tax gross-up on certain severance benefits to
the
extent they result in golden parachute payments under the Internal Revenue
Code.
Under
the
specific terms of the Agreements, the Company’s Chairman of the Board and Chief
Executive Officer, Mr. Parker, will receive an annual base salary of no less
than $325,000. In the event of termination due to a change in control, Mr.
Parker’s severance multiplier is 300% of his base salary, or $975,000. Mr.
Parker was granted 75,000 time-based RSUs and 75,000 performance RSUs in
connection with his employment agreement. Although not a provision of the
employment agreement, Mr. Parker voluntarily forfeited 150,000 vested share
options in order to ensure adequate shares were available for broad-based
employee equity awards under the 2000 Stock Performance Plan. These forfeited
shares had an exercise price of $61.50 per share and were due to expire in
October 2010.
The
Company’s Chief Financial Officer, Ms. Poehlman, will receive an annual base
salary of no less than $225,000. In the event of termination due to a change
in
control, Ms. Poehlman’s severance multiplier is 200% of her base salary, or
$450,000. Ms. Poehlman was granted 22,500 time-based RSUs and 22,500 performance
RSUs in connection with her employment agreement.
The
Company’s Chief Technology Officer, Mr. Sorrells, will receive an annual base
salary of no less than $275,625. In the event of termination due to a change
in
control, Mr. Sorrells’ severance multiplier is 300% of his base salary, or
$826,875. Mr. Sorrells was granted 57,500 time-based RSUs and 42,500 performance
RSUs in connection with his employment agreement. In addition, Mr. Sorrells
will
receive a signing bonus valued at $50,000 within ten days of executing his
employment agreement. This signing bonus may be paid in cash or restricted
shares of the Company’s common stock, at the Company’s option.
Mr.
Stuckey was promoted to Executive Vice President of Corporate Strategy and
Business Development. Under the terms of his employment agreement, Mr. Stuckey
will receive an annual base salary of no less than $250,000. In the event of
termination due to a change in control, Mr. Stuckey’s severance multiplier is
150% of his base salary, or $375,000. Mr. Stuckey was granted 22,500 time-based
RSUs and 22,500 performance RSUs in connection with his employment agreement.
The
Company’s Chief Staff Scientist, Mr. Gregory Rawlins, will receive an annual
base salary of no less than $250,000. In the event of termination due to a
change in control, Mr. Rawlins’ severance multiplier is 150% of his base salary,
or $375,000. Mr. Rawlins was granted 75,000 time-based RSUs and 55,000
performance RSUs in connection with his employment agreement. In addition,
Mr.
Rawlins will receive a signing bonus valued at $70,000 within ten days of
executing his employment agreement. This signing bonus may be paid in cash
or
restricted shares of the Company’s common stock, at the Company’s
option.
The
terms
of the employment agreements were approved by the Compensation Committee of
the
Company’s Board of Directors. These Agreements supersede prior Change in Control
severance agreements and non-compete agreements in place with each of the
above-mentioned employees.
The
employment agreements, the form of time-based RSU agreement and the form of
performance-accelerated RSU agreement are attached as exhibits 10.1 through
10.7
and are incorporated by reference herein.
Item
9.01 — Financial Statements and Exhibits
See
the
Exhibit Index, incorporated herein by reference.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
|
|
| Dated: June
6, 2008 |
|
PARKERVISION, INC. |
| |
|
|
| |
By: |
/s/
Cynthia Poehlman |
| |
Cynthia
Poehlman |
| |
Chief
Financial Officer |
EXHIBIT
INDEX
| 10.1 |
Employment
Agreement between ParkerVision, Inc. and Jeffrey L. Parker dated
June 4,
2008.
|
| 10.2 |
Employment
Agreement between ParkerVision, Inc. and Cynthia L. Poehlman dated
June 4,
2008.
|
| 10.3 |
Employment
Agreement between ParkerVision, Inc. and David F. Sorrells dated
June 4,
2008.
|
| 10.4 |
Employment
Agreement between ParkerVision, Inc. and John Stuckey dated June
4,
2008.
|
| 10.5 |
Employment
Agreement between ParkerVision, Inc. and Gregory Rawlins dated June
4,
2008.
|
| 10.6 |
Form
of Restricted Stock Unit Agreement between ParkerVision and Executive
dated June 4, 2008.
|
| 10.7 |
Form
of Performance-Accelerated Restricted Stock Unit Agreement between
ParkerVision and Executive dated June 4, 2008.
|