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 Gregory
      Rawlins (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
      Staff Scientist
      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 $250,000
                annually which ParkerVision may adjust upward from time to time in
                its
                sole discretion (hereafter “Base
                Salary”).

            


    

     

    
      	
            	(b)	
              A
                signing bonus of $70,000,
                within ten
                (10)
                days following execution of this Agreement to be payable in cash
                or equity
                at ParkerVision’s option. 

            


    

     

    
      	
            	(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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    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.

     

    Severance
      Package

     

    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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    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, 150%
                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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              (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;

            


    

     

    
      
        
        

      

      
        Page
          9 of 19

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (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. 

            


    

     

    
      
        
        

      

      
        Page
          10 of
          19

        
          

        

      

      
        
        

      

    

     

    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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          11 of
          19

        
          

        

      

      
        
        

      

    

     

    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.

     

    
      
        
        

      

      
        Page
          12 of
          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/
              Jeffrey Parker	 
	
              Witness

            	 	 	Jeffrey Parker	 
	 	 	 	Chief Executive Officer	 
	 	 	 	 	 
	 	 	 	/s/
              Gregory Rawlins	 
	
              Witness

            	 	 	Gregory Rawlins	 


    

     

    
      
        
        

      

      
        Page
          14 of
          19

        
          

        

      

      
        
        

      

    

        

    Schedule
      of RSU Grants*

    Exhibit
      A to Executive Employment Agreement

    


    


    
      	
              #
                of RSU’s

            	 	
              Type
                of RSU Grant

            
	 	 	 
	
              20,000

            	 	
              Time
                based with quarterly vesting over one (1) year period

            
	 	 	 
	
              55,000

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

            
	 	 	 
	
              55,000

            	 	
              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.

     

    
      
        
        

      

      
        Page
          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.

     

    
      
        
        

      

      
        Page
          17 of
          19

        
          

        

      

      
        
        

      

    

    


    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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            18 of
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      EXHIBIT
        C 

      PRIOR
        INVENTIONS

       

        
          

        

        
          
            

          

          
            
              

            

            
              
                

              

              
                
                  

                

                
                  
                    

                  

                  
                    
                      

                    

                  

                  
                    
                      

                    

                    
                      
                        

                      

                      
                        
                          

                        

                        
                          
                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        	 	 	
                For
                  ParkerVision, Inc.

              
	 	 	 
	________________________________	 	
                By:__________________________________

              
	
                Employee
                  Signature

              	 	 
	 	 	
                Its:__________________________________

              
	 	 	 
	________________________________	 	________________________________
	
                Date

              	 	
                Date

              


      

       

      
        
          
          

        

        
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