EXECUTIVE
        EMPLOYMENT AGREEMENT

       

      This
        is
        an employment agreement (hereafter "this Agreement") between ParkerVision
        Inc., a
        Florida
        corporation authorized to do business in Florida (hereafter "ParkerVision"),
        and
Jeffrey
        Parker (hereafter
        "Executive"). 

      


      Recitals

       

      1.
        ParkerVision is in the business of developing, designing, producing, marketing
        and selling RF technologies and/or integrated circuits for varied applications
        in wireless communications markets (hereafter "ParkerVision's Business").
        

      


      2.
        ParkerVision desires to employ Executive, and Executive desires to work for
        ParkerVision under the terms of this Agreement, and the parties recognize
        that
        both will benefit through Executive’s continued productive employment with
        ParkerVision. 

      


      3.
        At
        great expense, ParkerVision has developed technology and products which are
        protected by patents, trade secrets, and other intellectual property rights,
        and
        has secured accounts and solicited potential accounts through its sales and
        marketing efforts throughout the United States of America (hereafter “U.S.”) and
        around the world. In this regard, Executive will have employment
        responsibilities involving development of intellectual property and/or products,
        marketing and/or account contact within all geographical locations in which
        ParkerVision conducts its business. ParkerVision provides an environment
        conducive to the development of ParkerVision technologies and products and
        enhances Executive’s experience with those technologies and products.


      


      4.
        With
        the exception of its employees, ParkerVision considers its most valuable
        assets
        to be its intellectual property, business information and proprietary
        information, including but not limited to, matters of a technical nature,
        such
        as the implementation of its intellectual property, associated intellectual
        and
        other electrical circuits, sources of product components, engineering secrets,
        formulae, “know how”, schematics, prototypes, technical drawings, secret
        processes or machines, training and operation manuals, inventions, computer
        software, product research and designs, and matters of a business nature,
        such
        as information about costs, profits, markets, product development and design,
        licensing strategies and targets, personnel, business relationships, legal
        strategies, marketing plans and programs, pricing lists, sales, lists of
        vendors
        and/or actual or prospective customers, and any other information, whether
        communicated orally or in documentary or other tangible form, concerning
        how
        ParkerVision operates its business, including plans for future development
        to an
        extent not available to the public (collectively referred to herein as
“Confidential Information”). The parties to this Agreement recognize that
        ParkerVision has invested considerable amounts of time and money in attaining
        and developing Confidential Information, and any unauthorized disclosure
        or
        release in any form could irreparably harm ParkerVision. 

      


      5.
        The
        parties recognize that Executive may take part in attaining and developing,
        and/or otherwise will have access to, ParkerVision's Confidential Information
        in
        the course of his employment with ParkerVision and will be compensated for
        the
        services Executive provides. Executive also recognizes and acknowledges the
        importance of protecting ParkerVision’s Confidential Information for the benefit
        of all of ParkerVision’s employees. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      6.
        In
        light of the foregoing, ParkerVision has legitimate business interests to
        protect, including (a) valuable confidential business and technical information
        (much of which qualifies as trade
        secrets under Florida law), (b) substantial relationships with specific
        prospective and existing customers, and (c) customer goodwill associated
        with
        promotion of ParkerVision's technologies, products and business through its
        good
        name in the industry. 

      


      In
        consideration of mutual promises set forth in this Agreement, the parties
        to
        this Agreement hereby agree to the following: 

      


      Nature
        of Employment

       

      7.
        ParkerVision shall employ Executive as its Chief
        Executive Officer
        with
        specific duties and responsibilities to be determined by ParkerVision’s Chief
        Executive Officer.

      


      Compensation
        and Benefits 

      


      8.
        During
        his employment under this Agreement, ParkerVision shall provide Executive
        with
        the following: 

      


      
        	 	
                (a)

              	
                A
                  base salary at no less than the rate of $325,000
                  annually
                  which ParkerVision may adjust upward from time to time in its sole
                  discretion (hereafter “Base
                  Salary”).

              


      

       

      
        	 	
                (b)

              	
                This
                  section intentionally left blank

              


      

       

      
        	 	
                (c)

              	
                Beginning
                  with the fiscal year ending December 31, 2008, in addition to his
                  Base
                  Salary, Executive is eligible for a bonus opportunity to be earned
                  on
                  achievement of annual qualitative and/or financial goals as recommended
                  by
                  the Chief Executive Officer (in consultation with Executive) and
                  approved
                  by the Compensation Committee of ParkerVision’s Board of Directors
                  (“Compensation Committee”).

              


      

       

      
        	 	
                (d)

              	
                ParkerVision
                  shall grant to Executive restricted share units (“RSUs”) as set forth on
                  the schedule attached as Exhibit A. These RSUs represent the 2008
                  and 2009
                  long term equity incentive awards for Executive. The Compensation
                  Committee may, at its sole discretion, grant additional equity
                  compensation in the form of RSUs, restricted shares or share options
                  during the term of this Agreement.

              


      

       

      
        	 	
                (e)

              	
                Executive
                  shall be eligible to participate in the employee benefits plans
                  ParkerVision maintains for its other executives who are parties
                  to an
                  agreement in a form substantially similar to this Agreement (hereafter
                  “Similarly Situated Executives”), subject in each case to the generally
                  applicable terms and conditions of the benefit plan or
                  program.

              


      

       

      
        
          
          

        

        
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            2 of 19

          
            

          

        

        
          
          

        

      

       

      9.
        The
        bonus described in subparagraph 8(c) above shall be paid no later than the
        later
        of: (1) the 15th day of the third month following the end of Executive's
        first
        taxable year in which the right to the payment is no longer subject to a
        substantial risk of forfeiture; or (2) the 15th day of the third month following
        the end of ParkerVision’s first taxable year in which the right to the payment
        is no longer subject to a substantial risk of forfeiture.

      


      Termination
        of Employment

      


      10.
        Executive and ParkerVision acknowledge that Executive’s employment under this
        Agreement shall be terminated immediately upon his death or the conclusion
        of
        six (6) months after he becomes disabled (as defined below), whichever is
        earlier, or may be terminated any time at will upon either party delivering
        to
        the other written notice of employment termination at least thirty (30) days
        in
        advance of the termination date stated in the notice (hereafter “Termination
        Date”), with ParkerVision having the right and discretion to provide thirty (30)
        days of pay in lieu of prior notice at the rate of Executive’s Base Salary,
        subject to the limitations provided in paragraph 14; providing further that
        Executive will receive such notice pay at the termination day interview.
        As of
        the Termination Date, except as expressly provided below, ParkerVision’s
        obligation to provide compensation and benefits to Executive shall cease.
        

      

        11. Executive
          shall receive a Severance Package from ParkerVision if the following
occurs:    

         

        
          	
                	(a)	
                  Executive
                    executes, and does not revoke, a Severance Agreement and Release
                    substantially in the form attached as Exhibit B to this Agreement;
                    and

                


        

         

        
          	
                	(b)	
                  ParkerVision
                    terminates Executive’s employment without “Cause,” Executive resigns
                    his employment from ParkerVision with “Good Reason” or a “Change
                    in
                    Control” occurs, each as defined below;
                    or

                


        

         

        
          	
                	(c)	
                  Executive
                    becomes disabled, defined as meeting one of the following requirements:

                


        

        
          
             

            
              	
                    	(1)	
                      Executive
                        is unable to engage in any substantial gainful activity by
reason
                        of any medically determinable physical or mental impairment
                        that
                        can
                        be expected to result in death or can be expected to last
                        for a
                        continuous
                        period of not less than twelve (12) months;
                        or

                    


            

          

        

         

        
          
            	
                  	(2)	
                    Executive
                      is, by reason of any medically determinable physical or mental
                      impairment
                      that can be expected to result in death or can be expected
                      to last
                      for a continuous period of not less than twelve (12) months,
receiving
                      income replacement benefits for a period or not less than three
                      (3)
                      months under an accident and health plan covering
                      Executive.

                  


          

        

         

        
          
            
            

          

          
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        12. “Cause”
          for ParkerVision to terminate Executive’s employment is defined as one
or
          more
          of the following:

      

       

      
        	 	
                (a)

              	
                Willful
                  and continued failure to perform Executive’s job duties after
                  ParkerVision’s written notice to Executive of
                  same.

              


      

       

      
        	 	
                (b)

              	
                A
                  material violation of a ParkerVision policy or
                  procedure.

              


      

       

      
        	 	
                (c)

              	
                An
                  act of dishonesty or fraud intended to result in a benefit to Executive
                  at
                  ParkerVision’s expense.

              


      

       

      
        	 	
                (d)

              	
                Misconduct
                  connected with work as interpreted under Florida’s unemployment
                  compensation law.

              


      

      


      
        	 	
                (e)

              	
                Conviction
                  of, or a plea of guilty or no contest to, a felony or other crime
                  involving dishonesty or violence.

              


      

       

      
        	 	
                (f)

              	
                Executive’s
                  material breach of this Agreement that is not cured within thirty
                  (30)
                  days after ParkerVision delivers to Executive written notice of
                  such
                  breach.

              


      

      


      13.
“Good
        Reason” for Executive to voluntarily terminate his employment with ParkerVision
        is defined as one or more of the following conditions, which must arise without
        the consent of Executive: 

      


      
        	
              	(a)	
                A
                  material diminution in Executive’s authorities, duties, or
                  responsibilities. 

              


      

      


      
        	
              	(b)	
                A
                  material diminution in Executive’s base compensation and benefits, except
                  for a reduction applicable generally to ParkerVision’s Similarly Situated
                  Executives. 

              


      

      


      
        	
              	(c)	
                Material
                  relocation of Executive’s primary office location.
                  

              


      

      


      
        	
              	(d)	
                Any
                  action or inaction by ParkerVision that constitutes a material
                  breach by
                  ParkerVision of this Agreement under which the Executive provides
                  services. 

              


      

      


      The
        termination must occur during the six (6) month period following the initial
        existence of one or more of the above stated conditions. 

      


      Executive
        must provide written notice to ParkerVision of the condition which constitutes
        “Good Reason” within a period not to exceed ninety (90) days of the initial
        existence of the condition. Upon the giving of such notice, ParkerVision
        shall
        have a period of thirty (30) days during which it may remedy the condition,
        and
        if so remedied, ParkerVision shall not be required to pay the Severance Package.
        

       

      
        
          
          

        

        
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            4 of 19

          
            

          

        

        
          
          

        

      

      


      
        
          14.
            “Severance
            Package” is defined as follows:

        

      

       

      
        
          
            	
                  	(a)	
                    Continuation
                      of Executive’s ending Base Salary for a twelve (12) month period following
                      the Termination Date.

                  


          

        

      

       

      
        
          
            	
                  	(b)	
                    Payment
                      of the bonus described in subparagraph 8(c) above, prorated
                      by the number
                      of weeks Executive worked in the fiscal year divided by fifty
                      two (52),
                      determined and payable when bonuses for those Similarly Situated
                      Executives who worked through the fiscal year are determined
                      and
                      paid.

                  


          

        

      

       

      
        
          
            	
                  	(c)	
                    If
                      Executive timely elects group health insurance continuation
                      coverage
                      pursuant to the Consolidated Omnibus Budget Reconciliation
                      Act (COBRA),
                      payment of the premiums for such coverage for the period of
                      time during
                      which the Executive would be entitled (or would, but for such
                      plan, be
                      entitled) to continuation coverage under a group health plan
                      of
                      ParkerVision under section 4980B of the Internal Revenue Code
                      if Executive
                      elected such coverage and paid the applicable
                      premiums.

                  


          

        

      

      


      
        	 	
                (d)

              	
                If
                  the Termination Date occurs within two (2) years after a Change
                  in Control
                  (as defined below) while this Agreement is in effect, in lieu of
                  the
                  severance component in subparagraph 14(a) above, 300%
                  of
                  his greatest final annual Base Salary over the term of this Agreement,
                  plus an amount equal to the greater
                  of:

              


      

       

      
        	 	
                (i)

              	
                the
                  bonus or annual incentive compensation earned by Executive during
                  the
                  prior full fiscal year before a Change in
                  Control,

              


      

       

      
        	 	
                (ii)

              	
                the
                  average of the bonus or annual incentive compensation earned by
                  Executive
                  during the three (3) full fiscal years, or that number of full
                  fiscal
                  years Executive was employed by ParkerVision if less, before a
                  Change in
                  Control based on the years in which Executive was eligible to receive
                  such
                  compensation; or

              


      

       

      
        	 	
                (iii)

              	
                if
                  not entitled to any bonus or annual incentive compensation during
                  any of
                  the three (3) years before the Change in Control, the amount set
                  forth in
                  subparagraph 14(b) above as if no Change in Control had
                  occurred.

              


      

       

      
        	 	
                (e)

              	
                If
                  Executive qualifies as a “specified
                  employee”
                  under
                  regulations pursuant to Internal Revenue Code section 409A, the
                  foregoing
                  provisions shall be subject to the following
                  modifications:

              


      

       

      
        	 	
                (i)

              	
                Payments
                  due within six (6) months of the Termination Date shall not exceed
                  two
                  times the lesser of: (1) the sum of Executive's annualized compensation
                  based upon the annual rate of pay for services provided to ParkerVision
                  for the taxable year of Executive preceding the taxable year of
                  Executive
                  in which Executive terminates employment with ParkerVision (adjusted
                  for
                  any increase during that year that was expected to continue indefinitely
                  if Executive had not terminated employment), or (2) the maximum
                  amount
                  that may be taken into account under a qualified plan under Internal
                  Revenue Code section 401(a)(17) for the year in which Executive
                  has a
                  separation from service (“Specified Employee
                  Limitation”).

              


      

       

      
        
          
          

        

        
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            5 of 19

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (ii)

              	
                Where
                  amounts are paid in the Severance Package to a “specified employee” within
                  six months following termination, no amount of the Severance Package
                  may
                  be paid later than the last day of the second taxable year of the
                  Executive following the taxable year of the Executive in which
                  occurs the
                  separation from service.

              


      

       

      
        	 	
                (f)

              	
                To
                  the extent that severance benefits set forth in subparagraphs 14(a),
                  14(b), 14(c) and 14(d) above are deemed to be “parachute payments” in
                  accordance with Internal Revenue Code regulations, Executive will
                  be
                  entitled to a “golden parachute excise tax” gross-up on such benefits,
                  provided that the parachute payments are at least one hundred ten
                  percent
                  (110%) of the “safe harbor” amount (2.99 times average W-2 amount for the
                  five calendar years preceding the year in which the Change in Control
                  occurs). Notwithstanding the foregoing, if the parachute payments
                  to
                  Executive are between one hundred percent (100%) and one hundred
                  ten
                  percent (110%) of the safe harbor amount, then there will be a
                  cut back of
                  the total amount to bring the total parachute payments within the
                  safe
                  harbor.

              


      

      


      
        	 	
                (g)

              	
                If
                  Executive’s employment is terminated after six (6) months of his becoming
                  disabled, the Severance Package shall be limited to the benefit
                  set forth
                  in subparagraph 14(c) above.

              


      

       

      
        
          15.
            A
            Change
            in Control shall mean any one of the following events:

        

      

       

      
        	 	
                (a)

              	
                An
                  acquisition by any one person, or more than one person acting as
                  a group,
                  of the ownership of stock of ParkerVision that, together with the
                  stock
                  held by such person or group, constitutes more than sixty five
                  percent
                  (65%) of the total fair market value or combined voting power of
                  the stock
                  of ParkerVision (including by way of merger or reorganization).
                  If any one
                  person, or more than one person acting as a group, is considered
                  to own
                  more than sixty five percent (65%) of the total fair market value
                  or total
                  voting power of the stock of ParkerVision, the acquisition of additional
                  stock by the same person or persons is not considered to cause
                  a change in
                  the ownership of ParkerVision. An increase in the percentage of
                  stock
                  owned by any one person, or persons acting as a group, as a result
                  of a
                  transaction in which ParkerVision acquires its stock in exchange
                  for
                  property is treated as an acquisition of
                  stock.

              


      

       

      
        	 	
                (b)

              	
                An
                  acquisition by any one person, or more than one person acting as
                  a group,
                  or an acquisition during the twelve (12) month period ending on
                  the date
                  of the most recent acquisition by such person or persons, of an
                  ownership
                  of stock of ParkerVision possessing thirty five percent (35%) or
                  more of
                  the total voting power of the stock of ParkerVision. If any one
                  person, or
                  more than one person acting as a group, is considered to effectively
                  control ParkerVision, within the meaning of this subparagraph 16(b),
                  the
                  acquisition of additional control of ParkerVision by the same person
                  or
                  persons is not considered to cause a change in control of
                  ParkerVision.

              


      

       

      
        
          
          

        

        
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                (c)

              	
                The
                  replacement, during any period of twelve (12) months of a majority
                  of
                  members of ParkerVision's board of directors by directors whose
                  appointment or election is not endorsed by a majority of the members
                  of
                  ParkerVision's board of directors before the date of the appointment
                  or
                  election.

              


      

       

      
        	 	
                (d)

              	
                An
                  acquisition by any one person, or more than one person acting as
                  a group,
                  or an acquisition during the twelve (12) month period ending on
                  the date
                  of the most recent acquisition by such person or persons, of assets
                  from
                  ParkerVision that have a total gross fair market value equal to
                  or more
                  than sixty five percent (65%) of the total gross fair market value
                  of all
                  of the assets of ParkerVision immediately before such acquisition
                  or
                  acquisitions. For this purpose, gross fair market value means the
                  value of
                  the assets being disposed of, determined without regard to any
                  liabilities
                  associated with such assets.

              


      

      


      Other
        Simultaneous Employment/Duty of Loyalty 

      


      16.
        Executive will at all times perform the duties required of his position and
        title with ParkerVision under this Agreement. At all times, Executive will
        act
        with honesty and integrity in the best interest of ParkerVision.

      


      17.
        While
        in ParkerVision's employ, Executive will refrain from engaging in any other
        business activity, including, without limitation, providing consulting services,
        without ParkerVision's advance written consent (which shall not be unreasonably
        withheld and shall be provided to Executive within 30 days of Executive’s
        request), and Executive will promptly notify ParkerVision's Chief Executive
        Officer of any information he learns about any current or former Executive
        of
        ParkerVision engaging in any business activity similar or related to
        ParkerVision's Business. 

      


      Intellectual
        Property

       

      18.
        In
        this Agreement, "Intellectual Property" shall mean all discoveries, concepts,
        ideas, inventions, improvements, derivatives, extensions, original works
        of
        authorship, processes, machines, combinations, computer programs, databases,
        trademarks, and trade secrets, whether or not protectable under the patent,
        copyright, and/or trade secret laws, and all related know-how that Executive
        made, developed, conceived, first reduced to practice or created, either
        alone
        or jointly with others, during Executive’s course of employment with
        ParkerVision and continuing one (1) year after Executive’s termination of
        employment with ParkerVision, as related to items (a), (b), (c), and/or (d)
        in
        paragraph 19 below, for whatever reason. 

      


      19.
        Executive shall promptly disclose to ParkerVision all Intellectual Property
        that: (a) is developed using equipment, supplies, facilities, Confidential
        Information, or personnel of ParkerVision; (b) results from or is suggested
        by
        work Executive may perform for ParkerVision; (c) relates to the present or
        prospective business, work, investigations, research, or development of
        ParkerVision; or (d) ParkerVision may claim rights to the extent allowed
        by
        applicable law. Executive further agrees that such Intellectual Property
        will be
        the sole and exclusive property of ParkerVision and are hereby exclusively
        assigned by Executive to ParkerVision. 

       

      
        
          
          

        

        
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      20.
        Executive shall perform all acts that ParkerVision may reasonably request,
        at
        the expense of ParkerVision, to assist ParkerVision in obtaining and enforcing
        the full benefits, enjoyment, rights, and title, in the United States of
        America
        and throughout the world, in ParkerVision's Intellectual Property. Such acts
        shall include, without limitation, execution of documents, assistance in
        the
        prosecution and/or enforcement of patents, copyrights, trademarks, and trade
        secrets, or in any other legal proceedings. 

      


      21.
        Executive’s obligations under this section of this Agreement entitled
“Intellectual Property” shall continue beyond the termination of his employment
        with ParkerVision, provided that ParkerVision will compensate Executive at
        a
        reasonable hourly rate as charged by others for similar consulting services
        in
        the industry for time Executive actually spends on such assistance at
        ParkerVision’s request. 

      


      22.
        In
        the event that ParkerVision is unable to secure Executive’s signature to any
        lawful document required to apply for, prosecute, or enforce any of
        ParkerVision’s Intellectual Property, due to Executive’s mental or physical
        incapacity, unavailability, or for whatever other reason, Executive hereby
        irrevocably appoints ParkerVision and its duly authorized officers and agents
        as
        Executive’s agents and attorneys-in-fact to apply for, prosecute, or enforce
        ParkerVision’s Intellectual Property with the same legal force and effect as if
        executed by Executive.

      


      23.
        As to
        Intellectual Property that qualifies as original works of authorship under
        the
        copyright laws (either U.S. or foreign), Executive acknowledges that such
        works
        shall be considered “works-for-hire” for the exclusive benefit of ParkerVision,
        which shall own all rights to such work. Such rights shall include all “moral”
rights under any (either U.S. or foreign) copyright or
        other
        similar law for such works, including, but not limited to, rights to
        identification of authorship, rights to cause or suppress publication, or
        rights
        of approval or limitations on subsequent modifications. 

      


      24.
        Executive represents that except for the specific intellectual property he
        has
        disclosed in Exhibit C (entitled “Prior Inventions”), Executive does not wish to
        exclude any Intellectual Property from the operation of this Agreement.
        ParkerVision shall have an irrevocable and free right to use any prior
        inventions, ideas, copyrights, or other intellectual property of Executive
        disclosed on a non-confidential basis to ParkerVision, except for such valid
        patent rights as Executive may have obtained before the date hereof which
        are
        disclosed in Exhibit C. 

      


      Confidentiality
        of ParkerVision's Property

       

      25.
        Executive recognizes that all of the documents and other tangible items which
        contain any of ParkerVision's Confidential Information and/or Intellectual
        Property are ParkerVision's property exclusively, including those documents
        and
        items which Executive may have developed or contributed to developing while
        in
        ParkerVision's employ, whether or not developed during regular working hours
        or
        on ParkerVision's premises. 

      


      26.
        Executive recognizes that, without limitation, all books, manuals, records,
        models, drawings, reports, notes, contracts, lists, blueprints, identification
        information, keys, computer software and hardware, data bases, tapes, technical
        notes, tools, equipment, and other documents, materials of any nature, and
        tangible items pertaining to Executive's work with, or provided by, ParkerVision
        are the exclusive property of ParkerVision, including, but not limited to,
        those
        documents and items which Executive may have developed or contributed to
        developing while in ParkerVision’s employ, whether or not developed during
        regular working hours or on ParkerVision’s premises (collectively referred to
        herein as “ParkerVision Property”). 

       

      
        
          
          

        

        
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          27.
            Should
            Executive's employment be terminated for any reason, Executive
            shall:

        

      

       

      
        	 	
                (a)

              	
                Refrain
                  from taking any of ParkerVision's Property or allowing any of
                  ParkerVision's Property to be taken from ParkerVision's
                  premises;

              


      

       

      
        	 	
                (b)

              	
                Refrain
                  from transmitting or reproducing in any manner or allowing to be
                  transmitted or reproduced any of ParkerVision's
                  Property;

              


      

       

      
        	 	
                (c)

              	
                Refrain
                  from removing any such reproduction from ParkerVision's premises;
                  and

              


      

       

      
        	 	
                (d)

              	
                Immediately
                  return to ParkerVision at its Jacksonville, Florida office any
                  original or
                  reproduction of ParkerVision's Property in his
                  possession.

              


      

      


      Restrictive
        Covenants

       

      28.
        During his employ and thereafter, whatever the reason for his leaving
        ParkerVision's employ, Executive shall refrain from directly or indirectly
        disclosing to any third party, or using for any purpose other than for the
        direct benefit of ParkerVision, any of ParkerVision's Confidential Information
        or Intellectual Property and will not directly or indirectly use or disclose
        any
        Confidential Information or Intellectual Property for the benefit of any
        other
        person, entity, firm, organization, association or partnership, nor lecture
        upon
        or publish articles revealing Confidential Information or Intellectual Property,
        without the written consent of ParkerVision, except as may be necessary to
        perform Executive’s duties as an employee of ParkerVision.
        Nothing in this Agreement shall be construed to limit ParkerVision’s statutory
        or common law rights and remedies relative to protection of its trade secrets,
        copyrighted material and other confidential and proprietary
        information.

      


      29.
        ParkerVision considers any business or entity which develops RF technologies
        and/or products, or develops, designs, or sells the type of RF technologies
        ParkerVision has developed or designed, or contemplated developing or designing
        at the time of Executive’s termination of employment with ParkerVision, to
        constitute a competing business (hereafter “Competing Business”). In this
        regard, unless Executive receives ParkerVision's advance written waiver as
        described in paragraph 37 below, during his employment with ParkerVision
        and the
        subsequent Restriction Period defined below, Executive shall not, either
        directly or indirectly, engage in the following activities, or assist others
        in
        such activities: 

      


      
        	
              	(a)	
                Hiring,
                  recruiting, or attempting to recruit, for a Competing Business,
                  or
                  otherwise becoming associated in a Competing Business with, any
                  person
                  employed by ParkerVision or employed by ParkerVision at any time
                  during
                  the previous twelve (12) months; 

              


      

       

      
        
          
          

        

        
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              	(b)	
                For
                  a Competing Business, soliciting, or accepting any business from,
                  any of
                  ParkerVision's current, former or prospective customers (a prospective
                  customer defined as any entity ParkerVision has actively solicited,
                  planned to solicit, or provided services to, during the twelve
                  (12) months
                  before Executive's termination of employment with ParkerVision);
                  or
                  

              


      

      


      
        	
              	(c)	
                Entering
                  into, engaging in, being employed by, being connected to, or consulting
                  for, a Competing Business. 

              


      

      


      Any
        successor or assignee of ParkerVision is authorized to enforce this and the
        other restrictive covenants in this Agreement as if the name of such successor
        or assignee replaced ParkerVision throughout this Agreement. 

      


      
        
          30.
            The
            Restriction Period is defined as follows:

        

      

       

      
        	 	
                (a)

              	
                The
                  number of months ParkerVision offers to continue to compensate
                  Executive
                  after the Termination Date at the rate of his ending Base Salary
                  provided
                  ParkerVision notifies Executive before or within ninety (90) days
                  of the
                  Termination Date of the number of such months (a minimum of twelve
                  (12)
                  months and maximum of thirty six (36) months), or if ParkerVision
                  fails to
                  provide such notification, the offer shall be presumed to be for
                  twelve
                  (12) months.

              


      

       

      
        	 	
                (b)

              	
                To
                  accept ParkerVision’s offer of continued compensation as set forth in
                  subparagraph 30(a) above, Executive must execute, and not revoke,
                  the
                  Severance Agreement and Release referenced in subparagraph 11(a)
                  above
                  (Exhibit B). However, Executive’s failure to accept ParkerVision’s offer
                  of continued compensation shall not operate to limit the Restriction
                  Period in any way.

              


      

       

      
        
          
            	
                  	(c)	
                    Severance
                      Pay provided pursuant to subparagraphs 14(a) and 14(b) above
shall
                      not be credited toward the monthly payments resulting from
                      Executive’s
                      acceptance of ParkerVision’s offer of continued compensation described in
                      subparagraph 30(a) above. However, the following amounts shall
                      be credited
                      toward such monthly payment obligation except in the case of
                      Executive’s
                      resignation for “Good Reason” in which case the following amounts shall
                      not be credited toward the monthly payment
                      obligation:

                  


          

        

      

      


      
        	 	
                (i)

              	
                The
                  amount of compensation provided pursuant to subparagraph 14(d)
                  above in
                  excess of twelve (12) months’ Base
                  Salary;

              


      

       

      
        	 	
                (ii)

              	
                In
                  the event of termination for cause or resignation by the Executive
                  without
                  “Good Reason”, all gains realized upon Executive’s sale of any
                  ParkerVision shares from vested RSUs or stock options during the
                  twelve
                  (12) month period immediately preceding the Termination Date;
                  and

              


      

       

      
        	 	
                (iii)

              	
                In
                  the event of termination for cause or resignation by the Executive
                  without
                  “Good Reason”, the total value of any equity instruments ParkerVision
                  provided to Executive during the entire term of his employment
                  with
                  ParkerVision, including stock options, restricted shares and/or
                  RSUs, that
                  are vested and outstanding as of the Termination Date. The value
                  shall be
                  calculated using the closing market price of ParkerVision’s common stock
                  on the Termination Date.

              


      

       

      
        
          
          

        

        
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      31.
        For a
        period of twelve (12) months following the Termination Date, regardless of
        the
        reason for employment termination, Executive shall not enter the employ of
        a
        business which is a current, former or prospective customer of ParkerVision
        unless Executive receives ParkerVision's Chief Executive Officer’s advance
        written consent. 

      


      Ethical
        Conduct

       

      
        
          32.
            Executive
            shall conduct business in an ethical manner by:

        

      

       

      
        	 	
                (a)

              	
                Avoiding
                  conflicts of interest;

              


      

       

      
        	 	
                (b)

              	
                Refusing
                  to accept, and reporting to ParkerVision the offering of, anything
                  of
                  value, including a gift, loan on preferential terms, reward, promise
                  of
                  future employment, favor or service which would influence a reasonably
                  prudent person in the discharge of his duties for ParkerVision
                  or which is
                  based on any understanding that his action would be influenced;
                  and

              


      

       

      
        	 	
                (c)

              	
                With
                  prior notice to Executive, abiding by policies and guidelines relating
                  to
                  ethical conduct applicable to all Similarly Situated Executives
                  which
                  ParkerVision may issue as it deems
                  appropriate.

              


      

      


      Remedies
        for Breach of Agreement

       

      33.
        The
        parties to this Agreement recognize that irreparable harm could result from
        any
        breach of those provisions of this Agreement set forth in paragraphs 28 through
        31 under the heading “Restrictive Covenants” and that monetary damages alone
        would not provide adequate relief for any such breach. Accordingly, in addition
        to any other remedy which may be available to ParkerVision, if Executive
        breaches a restrictive covenant in this Agreement, the parties acknowledge
        that
        injunctive relief in favor of ParkerVision is proper. Additionally, if Executive
        breaches any restrictive covenant in this Agreement, he forfeits his right
        to
        any compensation described in paragraphs 14 and 30 above payable while Executive
        is breaching such covenant or after any such breach has occurred. 

      


      34.
        If
        Executive breaches a covenant containing a specified term, the term shall
        be
        extended by the period of time between Executive's termination of employment
        with ParkerVision and the date a court of competent jurisdiction enters an
        injunction restraining further breach of the covenant. 

      


      35.
        If
        ParkerVision determines that Executive has breached this Agreement, Executive
        shall make himself available for service of process within the State of Florida.
        

       

      
        
          
          

        

        
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      36.
        If a
        court of competent jurisdiction determines that any of the restrictions in
        this
        Agreement are overbroad, Executive shall agree to modification of the affected
        restriction(s) to permit enforcement to the maximum extent allowed by law.
        

      


      Waiver

       

      37.
        A
        waiver of any of Executive's obligations under this Agreement or any other
        modification of this Agreement shall be ineffective unless it is set forth
        in
        writing and signed by ParkerVision's Chief Executive Officer. 

      


      38.
        The
        parties acknowledge that the restrictive covenants in this Agreement are
        essential independent elements of this Agreement and that but for Executive
        agreeing to comply with them, ParkerVision would not have employed or have
        continued to employ Executive. Accordingly, the existence of any claim by
        Executive against ParkerVision, whether based on this Agreement or otherwise,
        shall not operate as a defense to ParkerVision's enforcement of any restrictive
        covenant against Executive. 

      


      Term
        of Agreement

       

      39.
        Except as provided in paragraph 40 below, this Agreement shall be effective
        on
        this date shall continue through May 31, 2011; thereafter, this Agreement
        shall
        continue year-to-year unless at least ninety (90) days before May 31, either
        party delivers written notice to the other of his or its intent not to renew
        this Agreement for the following calendar year. 

      


      40.
        The
        restrictive covenants in this Agreement still continue in full force and
        effect
        for the periods referenced in paragraphs 28, 29, 30, 31 and 34 above.


      


      Assignment

       

      41.
        ParkerVision's rights and obligations under this Agreement shall inure to
        the
        benefit of and be binding upon ParkerVision's assigns and successors. Since
        this
        Agreement is personal to Executive, Executive's obligations under this Agreement
        may not be assigned or transferred to any other. 

      


      Savings
        Clause

       

      42.
        If
        any provision(s) of this Agreement is declared invalid or unenforceable,
        the
        other provisions of this Agreement shall remain in full force and effect
        and
        shall be construed in a fashion which gives meaning to all of the other terms
        of
        this Agreement. 

      


      Arbitration
        and Enforcement

       

      43.
        Except as provided herein, any dispute or controversy between the parties,
        including any arising under or in connection with this Agreement, shall be
        settled exclusively by arbitration
        before a single arbitrator in Jacksonville, Florida in accordance with the
        Employment Arbitration Rules of the American Arbitration Association then
        in
        effect. Nothing in this section shall be construed, however, to limit rights,
        remedies and ability to enforce in a court of competent jurisdiction
        ParkerVision’s rights under the restrictive covenants set forth in this
        Agreement. 

       

      
        
          
          

        

        
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            19

          
            

          

        

        
          
          

        

      

      


      44. As
        to
        contractual or other common law claims, the arbitrator shall award the
        prevailing party its reasonable costs and attorney’s fees incurred in the
        arbitration proceeding. If Executive brings any such claims against
        ParkerVision, he shall be deemed to be the prevailing party if he prevails
        on at
        least one of his material claims. Costs and attorney’s fee awards under
        statutory claims shall be governed by the statute(s) at issue. 

      


      45.
        The
        laws of the State of Florida shall govern this Agreement, and any action
        to
        enforce the restrictive covenants in this Agreement shall be brought in a
        court
        of competent jurisdiction in Duval County, Florida, where jurisdiction and
        venue
        shall lie. 

      


      Incorporation

       

      46.
        This
        Agreement expressly supersedes all practices, understandings, and agreements,
        whether written or oral, not specifically set forth in this Agreement, regarding
        the subject matter of this Agreement. This Agreement constitutes the entire
        agreement between ParkerVision and Executive concerning the subject matter
        of
        this Agreement, and there are no other agreements or understandings concerning
        the subject matter of this Agreement which are not fully set forth in this
        Agreement. 

      


      Notice

       

      47.
        Written notices contemplated by this Agreement shall be deemed to have been
        duly
        given when personally delivered or when mailed by U.S. registered or certified
        mail, return receipt requested and postage prepaid. In the case of Executive,
        mailed notices shall be addressed to him at the home address which he most
        recently communicated to ParkerVision in writing or his office address. In
        the
        case of ParkerVision, mailed notices shall be addressed to its corporate
        headquarters, and all notices shall be directed to the attention of its
        Secretary. 

      


      Interpretation

       

      48.
        The
        severance provisions and all terms used in this Agreement shall be construed
        and
        administered in a manner so as to comply with the applicable requirements
        of
        section 409A of the Internal Revenue Code of 1986, as amended, and Treasury
        Regulations issued thereunder. 

       

      
        
          
          

        

        
          Page
            13 of
            19

          
            

          

        

        
          
          

        

      

      


      IN
        WITNESS WHEREOF, the parties to this Agreement have executed this Agreement
        at
        Jacksonville, Florida on the 4th day of June, 2008. 

       

      
        	 	 	 	ParkerVision, Inc.	 
	 	 	 	 	 
	 	 	By:	/s/
                Cynthia Poehlman	 
	
                Witness

              	 	 	Cynthia Poehlman	 
	 	 	 	Chief Financial Officer	 
	 	 	 	 	 
	 	 	 	/s/
                Jeffrey Parker	 
	
                Witness

              	 	 	Jeffrey Parker	 


      

       

      
        
          
          

        

        
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            19

          
            

          

        

        
          
          

        

      

       

      Schedule
        of RSU Grants* 

      


      Exhibit
        A to Executive Employment Agreement

      


      
        	
                #
                  of

              	 	
                Type
                  of RSU Grant

              
	
                RSU’s

              	 	 
	 	 	 
	
                75,000

              	 	
                Time
                  based with quarterly vesting over three (3) year period

              
	 	 	
                 

              
	
                75,000

              	 	
                Cliff
                  vest at 3rd
                  anniversary
                  with acceleration based on share price
                  performance

              


      

      


      
        	 	
                *

              	
                Refer
                  to the RSU Agreements executed in connection with the Employment
                  Agreement
                  for the specific terms of each RSU granted
                  hereunder.

              


      

       

      
        
          
          

        

        
          Page
            15 of
            19

          
            

          

        

        
          
          

        

      

      


      SEVERANCE
        AGREEMENT AND RELEASE EXHIBIT B TO EXECUTIVE EMPLOYMENT AGREEMENT


      


      This
        Severance Agreement and Release ("this Agreement") is made and entered into
        by
        and between ParkerVision,
        Inc. and its successors and assigns (hereinafter "ParkerVision") and
        ___________________ and
        his/her heirs, spouse, assigns, executors, administrators and attorneys
        (hereinafter referred to as "Executive"). 

      


      Pursuant
        to his/her Executive Employment Agreement with ParkerVision, as a condition
        and
        in consideration of his/her receiving the Severance Package as that term
        is
        defined in the Executive Employment Agreement, Executive and ParkerVision,
        desiring to resolve all actual or potential claims Executive may have against
        ParkerVision, agree as follows: 

      


      1.
        Obligation
        of ParkerVision:
        In
        consideration of Executive's obligations set forth below, ParkerVision shall
        provide to Executive the Severance Package described in paragraph 14 of the
        Executive Employment Agreement between ParkerVision and Executive effective
        on
        [insert
        effective date].
        

      


      2.
        Obligations
        of Executive:
        In
        consideration of ParkerVision's obligations set forth in this Agreement:
        

      


      (a)
        Executive waives, and releases ParkerVision, and its directors, officers,
        shareholders, employees, representatives, benefit plan administrators, agents
        and attorneys, both individually and collectively, (hereinafter collectively
        referred to as "the Released Parties") from, all claims, rights, and causes
        of
        action, both known and unknown, in law or in equity, of any kind whatsoever
        that
        Executive has or could have maintained against any of the Released Parties
        through the date of signing this Agreement, including any claim for attorney's
        fees. Without limiting the generality of the foregoing, Executive waives,
        and
        releases all of the Released Parties from, all claims, rights, and causes
        of
        action relating to or arising out of Executive’s employment with, conditions of
        employment with, compensation by, or separation of employment from,
        ParkerVision, including, without limitation, any claims, rights, charges,
        or
        causes of action arising under Title VII of the Civil Rights Act of 1964,
        as
        amended; the Civil Rights Acts of 1866 and 1871; the Age Discrimination in
        Employment Act of 1967, as amended (hereinafter referred to as "the ADEA");
        Executive Order Nos. 11246 and 11478; the Equal Pay Act of 1963, as amended;
        the
        Employee Retirement Income Security Act of 1974, as amended; the Rehabilitation
        Act of 1973, as amended; the Florida Civil Rights Act of 1992; Florida Statutes
        §§ 440.205 and 448.102; the Americans with Disabilities Act of 1990, as amended;
        the Family and Medical Leave Act of 1993; the National Labor Relations Act
        of
        1935, as amended; the Fair Labor Standards Act of 1938, as amended; the
        Occupational Safety and Health Act of 1970, as amended; and the Consolidated
        Omnibus Budget Reconciliation Act of 1985, as amended, and any other federal
        or
        state law or local ordinance, including any suit in tort (including fraud,
        promissory estoppel and negligence) or contract (whether oral, written or
        implied), including any claim based on alleged breach of his/her Executive
        Employment Agreement, or any other common law or equitable basis of action,
        except for any claim which may not lawfully be waived in this manner.


      


      (b)
        Executive represents that while he/she is not legally barred from filing
        a
        charge of discrimination, he/she has not filed, and does not intend to file,
        any
        charge of discrimination against any of the Released Parties with any federal,
        state or local agency and understands that ParkerVision has reasonably relied
        on
        his/her representations in this paragraph in agreeing to perform the obligation
        set forth in paragraph 1 of this Agreement. Executive further waives
        any right to recovery based on any charge of discrimination filed by him/her
        or
        on his/her behalf. 

       

      
        
          
          

        

        
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            16 of
            19

          
            

          

        

        
          
          

        

      

      


      (c)
        Executive shall refrain from expressing (or causing others to express) to
        any
        third party any derogatory or negative opinions or statements concerning
        ParkerVision or any of ParkerVision's executives, shareholders, managers,
        supervisors, representatives or employees, or concerning ParkerVision's
        operations. 

      


      3.
        Non-Disclosure.
        Executive shall not disclose, either directly or indirectly, any of the terms
        of
        this Agreement, including, but not limited to, the amount of the payments
        set
        forth in paragraph 1 or that ParkerVision is paying Executive, to any person
        or
        organization, including, but not limited to, members of the press and media,
        present and former employees, vendors, suppliers, or other members of the
        public. Executive may only disclose those facts in a privileged context
        (attorney-client, accountant-client or husband-wife) with the understanding
        that
        such disclosure will remain privileged and will not be communicated to third
        parties. If asked about his/her separation from employment with ParkerVision,
        Executive shall state only that he/she has left his/her employment with
        ParkerVision amicably to pursue other opportunities.

      


      4.
        Restrictive
        Covenants.
        Executive acknowledges that he/she shall also continue to adhere to those
        provisions of his/her Executive Employment Agreement with ParkerVision relating
        to non-competition and confidentiality of ParkerVision information, and the
        Restrictive Covenants in his/her Executive Employment Agreement with
        ParkerVision are hereby incorporated into this Agreement by reference as
        if
        fully set forth in this Agreement. 

      


      5.
        Non-Admission.
        Neither
        this Agreement, nor anything contained in it, shall be construed as an admission
        by any of the Released Parties of any liability, wrongdoing or unlawful conduct
        whatsoever. 

      


      6.
        Severability.
        If a
        court of competent jurisdiction invalidates any provision of this Agreement,
        then all of the remaining provisions of this Agreement shall continue unabated
        and in full force and effect.

      


      7.
        Entire
        Agreement.
        This
        Agreement contains the entire understanding and agreement between the parties
        regarding the subject matter of this Agreement and shall not be modified
        or
        superseded except upon express written consent of the parties to this Agreement.
        Executive represents and acknowledges that in executing this Agreement, he/she
        does not rely and has not relied upon any representation or statement made
        by
        ParkerVision or its agents, representatives or attorneys which is not set
        forth
        in this Agreement. 

      


      8.
        Governing
        Law.
        The
        laws of the State of Florida shall govern this Agreement, and any action
        to
        enforce this Agreement shall be brought in Duval County, Florida where
        jurisdiction and venue shall lie. 

      


      9.
        Agreement
        Not to be Used as Evidence.
        This
        Agreement shall not be admissible as evidence in any proceeding except one
        in
        which a party to this Agreement seeks to enforce this Agreement or alleges
        this
        Agreement has been breached. 

      


      10.
        Attorneys’
        Fees.
        In any
        action to enforce this Agreement, the prevailing party shall be entitled
        to
        recovery of its reasonable attorneys' fees and costs. 

       

      
        
          
          

        

        
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      11.
        Opportunity
        to Consider and Confer.
        Executive acknowledges that he/she has had the opportunity to read, study,
        consider, and deliberate upon this Agreement. He/she further acknowledges
        and
        understands that he/she has been given a period of twenty-one (21) days in
        which
        he/she may, but is not required to, consider this Agreement, that after he/she
        signs it, he/she has seven (7) days in which to revoke it. Executive further
        acknowledges that he/she fully understands and completely agrees with all
        of the
        terms of this Agreement and that he/she has been, and hereby is, specifically
        advised to consult with his/her attorney before executing this Agreement.
        

      


      IN
        WITNESS WHEREOF, and intending to be legally bound hereby, ParkerVision and
        Executive hereby execute this Severance Agreement and Release, consisting
        of
        four (4) pages (including this signature page) and including eleven (11)
        enumerated paragraphs, by signing below voluntarily and with full knowledge
        of
        the significance of all of its provisions. 

      

        PLEASE
          READ CAREFULLY. THIS RESIGNATION AGREEMENT, WAIVER AND RELEASE INCLUDES
          A
          RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

      

      

        
          	
                  Sworn
                    to and subscribed before me

                	 
	
                  this
                    day of _____________, 20__.

                	 
	
                   

                	 
	 	
                  _____________________________

                
	
                  Notary
                    Public, State of Florida

                	
                  Executive

                
	
                  at
                    Large. My Commission Expires:

                	 
	 	 
	 	 
	
                  Executed
                    at ___________, _______, this day of ___________________,
                    20__.

                	 
	 	 
	
                  Sworn
                    to and subscribed before me

                	 
	
                  this
                    day of _____________, 20__.

                	 
	
                   

                	 
	 	
                  By: 
                    _____________________________

                
	
                  Notary
                    Public, State of Florida

                	
                  ParkerVision,
                    Inc.

                
	
                  at
                    Large. My Commission Expires:

                	 
	 	 
	 	 
	
                  Executed
                    at Jacksonville, Florida, this day of ___________________,
                    20__.

                	 


        

      

       

      
        
          
          

        

        
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      EXHIBIT
        C 

      PRIOR
        INVENTIONS

       

        
          

        

        
          
            

          

          
            
              

            

            
              
                

              

              
                
                  

                

                
                  
                    

                  

                  
                    
                      

                    

                  

                  
                    
                      

                    

                    
                      
                        

                      

                      
                        
                          

                        

                        
                          
                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        	 	 	
                For
                  ParkerVision, Inc.

              
	 	 	 
	________________________________	 	
                By:__________________________________

              
	
                Employee
                  Signature

              	 	 
	 	 	
                Its:__________________________________

              
	 	 	 
	________________________________	 	________________________________
	
                Date

              	 	
                Date

              


      

       

      
        
          
          

        

        
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