RESTRICTED
      STOCK UNIT AGREEMENT

    


    ParkerVision,
      Inc. (the “Company”) has awarded to you (the “Grantee”) the following Restricted
      Stock Units (the “Award”):

    


    
      	
              Grantee
                Name

            	 	
              Number
                of Restricted Stock Units

            	 	
              Grant
                Date

            
	 	 	 	 	
              June
                4, 2008

            


    

    


    


    Each
      Restricted Stock Unit represents the obligation of the Company to deliver to
      the
      Grantee one share of the Company’s common stock, par value $0.01 per share (the
“Common Stock”), at the time provided in this Agreement, unless earlier
      terminated as provided herein. This award is granted to the Grantee pursuant
      to
      the Company’s 2000 Performance Equity Plan (the “Plan”), and is subject to the
      terms and conditions of the Plan, which terms are incorporated by reference
      in
      this Agreement as if fully set forth herein, and the terms and conditions set
      forth below. Any capitalized, but undefined, term used in this Agreement shall
      have the meaning ascribed to it in the Plan.

     

    
      	 	 	 
	 	Sincerely,
              
	 	 
	 	PARKERVISION, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name: Jeffrey
              Parker
	 	Title: Chief
              Executive Officer


    

    


    The
      Grantee hereby agrees to all the terms and conditions described in this
      Agreement and the Plan referenced herein.

    


    GRANTEE

    


    


    _____________________________

    Name: 

    


    Address:

    


    _____________________________

    _____________________________

    _____________________________

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    TERMS
      AND
      CONDITIONS

    


    1. Vesting;
      Delivery of Shares of Common Stock.
      The
      Restricted Stock Units will vest as follows:

    


    For
      each
      three month period commencing August 31, 2008,  
      Restricted Stock Units will vest until May 31, 2011 at which time all remaining
      Restricted Stock Units shall vest. 

     

    Promptly
      after each vesting date, the Company will cause to be issued to Grantee (or
      Grantee’s beneficiaries or personal representative, if Grantee is deceased) a
      number of shares of Common Stock equal to the number of Restricted Stock Units
      vesting on such date, rounded to whole shares. The shares of Common Stock shall
      be issued in certificate form or book-entry form in the records of the Company’s
      transfer agent.

    


    2. Termination.

    


    (a) Termination
      Due to Death or Disability.
      If
      Grantee’s employment by the Company terminates by reason of death or Disability
      (as defined in the Plan), fifty percent (50%) of any unvested portion of the
      Restricted Stock Units shall immediately vest and the remainder shall
      immediately terminate.

    


    (b) Other
      Termination.
      If
      Employee's employment is terminated for any reason other than (i) death or
      (ii)
      Disability, any unvested portion of the Restricted Stock Units shall terminate
      on the date of termination of employment.

    


    3. Additional
      Forfeiture.
      The
      Compensation Committee (the “Committee”) of the Board of Directors of the
      Company may cancel, suspend, withhold or otherwise limit or restrict the
      delivery of shares of Common Stock underlying the Restricted Stock Units
      (“Shares”) at any time if the Grantee (i) is not in compliance with all
      applicable provisions of this Agreement or the Plan or (ii) engages in any
      activity inimical, contrary or harmful to the interests of the Company,
      including, without limitation, (x) conduct related to the Grantee’s service or
      employment for which either criminal or civil penalties against the Grantee
      may
      be sought, (y) violation of any policies of the Company, including, without
      limitation, insider trading policies or anti-harassment policies or (z)
      participating in a hostile takeover attempt against the Company.

    


    4. Withholding
      Tax.
      Not
      later than the date as of which an amount first becomes includible in the gross
      income of the Grantee for Federal income tax purposes with respect to the Award,
      the Grantee shall pay to the Company, or make arrangements satisfactory to
      the
      Committee regarding the payment of, any Federal, state and local taxes of any
      kind required by law to be withheld or paid with respect to such amount. Tax
      withholding or payment obligations may be settled with Common Stock, including
      Common Stock that is part of the award that gives rise to the withholding
      requirement. The obligations of the Company pursuant to this Agreement and
      under
      the Plan shall be conditional upon such payment or arrangements with the Company
      and the Company shall, to the extent permitted by law, have the right to deduct
      any such taxes from any payment of any kind otherwise due to the Grantee from
      the Company. The Grantee shall give written notice to the Company of the date
      as
      of which an amount may be included in the gross income of Grantee for Federal
      income tax purposes with respect to the Award.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    5. Adjustments.

    


    (a) In
      the
      event of a stock split, stock dividend, combination of shares, or any other
      similar change in the Common Stock of the Company as a whole, the Board of
      Directors of the Company shall make equitable, proportionate adjustments in
      the
      number and kind of shares covered by the Restricted Stock Units.

    


    (b) In
      the
      event of any reclassification or reorganization of the outstanding shares of
      Common Stock other than a change covered by paragraph (a) of this Section 5
      or
      that solely affects the par value of such shares of Common Stock, or in the
      case
      of any merger or consolidation of the Company with or into another corporation
      (other than a consolidation or merger in which the Company is the continuing
      corporation and that does not result in any reclassification or reorganization
      of the outstanding shares of Common Stock), the Grantee shall have the right
      thereafter (until the termination or cancellation of the Restricted Stock Units)
      to receive upon the vesting of the Restricted Stock Units after such event,
      the
      amount and kind of consideration receivable by a holder of the number of shares
      of Common Stock of the Company obtainable upon vesting of the Restricted Stock
      Units immediately prior to such event. The provisions of this paragraph (b)
      of
      Section 5 shall similarly apply to successive reclassifications,
      reorganizations, mergers or consolidations, sales or other
      transfers.

    


    6. Unsecured
      Obligation; Restrictions on Transferability.
      The
      Restricted Stock Units represent an unsecured promise by the Company to issue
      shares of Common Stock to the Grantee in the future. The Grantee may not
      alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or
      charge the Restricted Stock Units and any attempt to alienate, sell, assign,
      hypothecate, pledge, exchange, transfer, encumber or charge the same shall
      be
      void.

    


    7. Accelerated
      Vesting and Exercisability.

    


    (a) If
      any
      one person, or more than one person acting as a group, acquires, or such person
      or persons acquire during the 12-month period ending on the date of the most
      recent acquisition by such person or persons, ownership of stock of the Company
      possessing 35% or more of the total voting power of the stock of the Company
      and
      the Board of Directors does not authorize or otherwise approve such acquisition
      (“Change in Effective Control”), then the dates on which the Restricted Stock
      Units vest shall be accelerated and the Restricted Stock Units will immediately
      and entirely vest, and the Company will immediately issue any and all Common
      Stock subject to the Restricted Stock Units on the terms set forth in this
      Agreement and the Plan. If any one person, or more than one person acting as
      a
      group, is considered to effectively control the Company, within the meaning
      of
      this subparagraph 7(a), the acquisition of additional control of the Company
      by
      the same person or persons is not considered to cause a Change in Effective
      Control.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) The
      Board
      of Directors or Committee may, in the event of an acquisition of stock described
      in (A) or an acquisition of assets described in (B), which has been approved
      by
      the Company’s Board of Directors, (i) accelerate the dates on which the
      Restricted Stock Units vest, and (ii) require the Grantee to relinquish the
      Restricted Stock Units to the Company upon the tender by the Company to Grantee
      of cash in an amount equal to the Repurchase Value (as defined in the Plan)
      of
      such award:

    


    (A) An
      acquisition by any one person, or more than one person acting as a group, of
      the
      ownership of stock of the Company that, together with the stock held by such
      person or group, constitutes more than 65% of the total fair market value or
      combined voting power of the stock of the Company (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 65% of the total fair market value or total
      voting power of the stock of the Company, the acquisition of additional stock
      by
      the same person or persons is not considered to cause a change in the ownership
      of the Company. 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 the Company
      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 12-month period ending on the date of the most recent
      acquisition by such person or persons, of assets from the Company that have
      a
      total gross fair market value equal to or more than 65% of the total gross
      fair
      market value of all of the assets of the Company 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. 

    


    8. Company
      Representations.
      The
      Company hereby represents and warrants to the Grantee that:

    


    (a) the
      Company, by appropriate and all required action, is duly authorized to enter
      into this Agreement and consummate all of the transactions contemplated
      hereunder; and 

    


    (b) the
      Shares, when issued and delivered by the Company to the Employee in accordance
      with the terms and conditions hereof, will be duly and validly issued and fully
      paid and non-assessable.

    


    9. Grantee
      Representations.
      The
      Grantee hereby represents and warrants to the Company that:

    


    (a) Grantee
      is acquiring the Restricted Stock Units and shall acquire the Shares for his
      or
      her own account and not with a view towards the distribution
      thereof;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (b) Grantee
      has received a copy of all reports and documents required to be filed by the
      Company with the Securities and Exchange Commission pursuant to the Exchange
      Act
      within the last 12 months and all reports issued by the Company to its
      stockholders and the prospectus materials, if any, relating to the
      Plan;

    


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

    


    (d) in
      Grantee’s position with the Company, Grantee has had both the opportunity to ask
      questions and receive answers from the officers and other employees of the
      Company and all persons acting on its behalf concerning the terms and conditions
      of the offer made hereunder and to obtain any additional information to the
      extent the Company possesses or may possess such information or can acquire
      it
      without unreasonable effort or expense necessary to verify the accuracy of
      the
      information obtained pursuant to clause (b) above;

    


    (e) Grantee
      is aware that the Company shall place stop transfer orders with its transfer
      agent against the transfer of the Shares in the absence of registration under
      the Securities Act or an exemption therefrom;

    


    (f) Grantee
      is aware of and understands that Grantee is subject to the Insider Trading
      Policy of the Company and has received a copy of such policy as of the date
      of
      this Agreement; and

    


    (g) Grantee
      acknowledges that Grantee has been informed of the applicable provisions of
      Rule
      144 promulgated under the Securities Act, including, without limitation, its
      requirements that (i) shares must have been owned and paid for a period of
      at
      least one year before sale may occur; (ii) the Company must be at the time
      of
      sale and for a specified prior period a reporting company under the Exchange
      Act
      of 1934 and current in its filings thereunder; (iii) sale must occur in a
      customary sale through a broker; (iv) the number of shares which may be sold
      within any three month period must not exceed the volume limitations contained
      in Rule 144; and (v) prior notice of an intended sale must be fully filed with
      the Securities and Exchange Commission in the manner prescribed by law. Grantee
      realizes that, in the event Rule 144 is not available, registration under the
      Securities Act or an exemption therefrom will be required for any sale and
      the
      Company is not obligated to register any shares or to assist in obtaining an
      exemption from such registration if such exemption is otherwise available.
      Accordingly, Grantee understands that, if the terms and conditions of Rule
      144
      are not fully met, sale of the shares acquired hereby may not be readily
      possible.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    10. Securities
      Laws.

    


    (a) The
      Company shall not be obligated to issue any Common Stock pursuant to this
      Agreement if, in the opinion of counsel to the Company, the shares to be so
      issued are required to be registered or otherwise qualified under the United
      States Securities Act of 1933, as amended, or under any other applicable
      statute, regulation or ordinance affecting the sale of securities, unless and
      until such shares have been so registered or otherwise qualified.

    


    (b) Anything
      in this Agreement to the contrary notwithstanding, the Grantee hereby agrees
      that Grantee shall not sell, transfer by any means or otherwise dispose of
      the
      Shares acquired by him or her without registration under the Securities Act,
      or
      in the event that they are not so registered, unless (i) an exemption from
      the Securities Act registration requirements is available thereunder, and
      (ii) the Grantee has furnished the Company with notice of such proposed
      transfer and the Company's legal counsel, in its reasonable opinion, shall
      deem
      such proposed transfer to be so exempt.

    


    11. Miscellaneous.

    


    (a) Notice.
      Any
      notice or other communication required or permitted to be delivered to any
      party
      under this Agreement shall be in writing and shall be deemed properly delivered,
      given and received when delivered (by hand, by certified or registered mail
      (return receipt requested, postage prepaid) or by courier or express delivery
      service) to the Company at its principal executive office and to the Grantee
      at
      his address set forth above, or to such other address as either party shall
      have
      specified by notice in writing to the other.

    


    (b) Conflicts
      with the Plan.
      In the
      event of a conflict between the provisions of the Plan and the provisions of
      this Agreement, the provisions of the Plan shall in all respects be
      controlling.

    


    (c) Interpretations
      Binding.
      Plan
      Administrator interpretations and determinations are binding and
      conclusive.

    


    (d) No
      Rights of Stockholder.
      The
      Grantee shall not have any stockholder rights, such as rights to vote or to
      receive dividends or other distributions, with respect to any Restricted Stock
      Units held by the Grantee.

    


    (e) No
      Right to Continued Employment.
      Nothing
      in the Plan or in this Agreement shall confer on the Grantee any right to
      continue in the employ of, or other relationship with, the Company (or with
      any
      parent, subsidiary or affiliate of the Company) or limit in any way the right
      of
      the Company (or of any parent, subsidiary or affiliate of the Company) to
      terminate the Grantee’s employment or other relationship with the Company (or
      with any parent, subsidiary or affiliate of the Company) at any time, with
      or
      without cause.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (f) No
      Right to Further Grants.
      Restricted Stock Unit grants are within the discretion of the Board of
      Directors, or a Committee designated by the Board of Directors, and no such
      grant entitles the Grantee to any further grants.

    


    (g) Waiver.
      The
      waiver by any party hereto of a breach of any provision of this Agreement shall
      not operate or be construed as a waiver of any other or subsequent
      breach.

    


    (h) Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between the parties with respect
      to
      the subject matter hereof. This Agreement may not be amended except in writing
      executed by the Grantee and the Company.

    


    (i) Binding
      Effect; Successors.
      This
      Agreement shall inure to the benefit of and be binding upon the parties hereto
      and, to the extent not prohibited herein, their respective heirs, successors,
      assigns and representatives. Nothing in this Agreement, expressed or implied,
      is
      intended to confer on any person other than the parties hereto and as provided
      above, their respective heirs, successors, assigns and representatives, any
      rights, remedies, obligations or liabilities.

    


    (j) Choice
      of Law.
      This
      Agreement shall be governed by and construed and interpreted in accordance
      with
      the substantive laws of the State of Florida, without giving effect to any
      conflicts of law rule or principle that might require the application of the
      laws of another jurisdiction.

    


    (k) Headings.
      The
      headings contained herein are for the sole purpose of convenience of reference
      and shall not in any way limit or affect the meaning or interpretation of any
      of
      the terms or provisions of this Agreement.

    


    (l) Section
      409A.
      This
      Agreement is intended to comply with the provisions of Section 409A of the
      Internal Revenue Code of 1986, as amended (“Section 409A”). To the extent that
      the Restricted Stock Units or any payments or benefits provided hereunder are
      not considered compliant with Section 409A, the parties agree that the Company
      shall take all actions necessary to cause such payments and/or benefits to
      become compliant.