STOCK
      OPTION AGREEMENT

    


    AGREEMENT,
      made as of <Insert
      Date>
      by and
      between PARKERVISION,
      INC.,
      a
      Florida corporation (the “Company"), and <Insert
      Employee Name>
      (The
      "Employee” or “Holder”).

    


    WHEREAS,
      on <Insert
      Grant Date>
      (the
      "Grant Date"), the Compensation Committee of the Board of Directors (the
“Committee”) authorized the grant to the Employee of an option (the "Option") to
      purchase an aggregate of <Insert
      Number of Shares>
      shares
      of the authorized but unissued common stock of the Company, $.01 par value
      (the
      "Common Stock"), conditioned upon the Employee's acceptance thereof upon the
      terms and conditions set forth in this Agreement and the 2000
      Performance Equity Plan
      (“Plan”); and

     

    WHEREAS,
      the Employee desires to acquire the Option on the terms and conditions set
      forth
      in this Agreement and the Plan (capitalized terms used herein and not otherwise
      defined have the meanings set forth in the Plan);

    


    IT
      IS
      AGREED:

    1. Grant
      of Stock Option.
      The
      Company hereby grants the Employee the Option to purchase all or any part of
      an
      aggregate of <Insert
      Number of Shares>
      shares
      of Common Stock (the "Option Shares") on the terms and conditions set forth
      herein and the Plan.

    


    2. Incentive
      Status. The
      Option represented hereby is
      intended
      to be an incentive option to the extent it qualifies as an “Incentive Stock
      Option” under Section 422 of the Internal Revenue Code of 1986, as amended.
(For
      nonqualified options, replace this section with “The Option represented hereby
      is not intended to be an incentive option under Section 422 of the Internal
      Revenue Code of 1986”)

    


    3. Exercise
      Price.
      The
      exercise price of the Option is $<Insert
      Exercise Price>
      per
      share, subject to adjustment as hereinafter provided.

    


    4. Exercisability.
      This
      Option shall become exercisable, subject to the terms and conditions of this
      Agreement and the Plan, as according to the schedule as indicated below by
      an
      "X":

    


    
      	o	
              Immediate
                Vesting. This
                Option shall become exercisable, subject to the terms and conditions
                of
                this Agreement and the Plan, as of the Grant Date and shall remain
                exercisable except as otherwise provided herein, until the close
                of
                business on <Insert
                Expiration Date> (the
                “Exercise Period”). 

            


    

    


    
      	o	
              Three-Year
                Vesting Schedule. On
                or after <Insert
                Date Equal to One Year Anniversary of Grant
                Date>
                the right to purchase <Insert
                Number of Shares Equal to 1/3 of Total Shares Granted>
                of
                the Option Shares shall be exercisable. An aggregate of <Insert
                Number of Shares Equal to 2/3 of Total Shares Granted>
                shares
                shall become exercisable in 24 equal installments of <Insert
                Number>
                shares (subject to cumulative rounding during the period) on the
                15th
                (fifteenth) day of each month thereafter. After a portion of the
                Option
                becomes exercisable, it shall remain exercisable except as otherwise
                provided herein, until the close of business on <Insert
                Expiration Date>
                (the “Exercise Period”). 

            


    

    


    5. Termination
      Due to Death.
      If
      Employee’s employment by the Company terminates by reason of death, fifty
      percent (50%) of any unvested portion of the Option shall immediately vest
      and
      become exercisable. The vested portion of the Option, if any, that was
      exercisable as of the date of death may thereafter be exercised by the legal
      representative of the estate or by the legatee of the Employee under the will
      of
      the Employee, until the original expiration of the Exercise Period. The portion
      of the Option, if any, that was not exercisable as of the date of death shall
      immediately expire.

    


    6. Termination
      Due to Disability.
      If
      Employee’s employment by the Company terminates by reason of Disability (as
      defined in the Plan), fifty percent (50%) of the unvested portion of the Option
      shall immediately vest and become exercisable. The vested portion of the Option,
      if any, that was exercisable as of the date of Disability termination of
      employment may thereafter be exercised by the Employee or his legal
      representative until the expiration of the Exercise Period. The portion of
      the
      Option, if any, that was not exercisable as of the date of termination of
      employment shall immediately expire.

    


    
      
         

      

      
        -
          Page 1
          -

        
          

        

      

      
         

      

    

    7. Termination
      by the Company Without Cause, Employee Voluntary Resignation in Good Standing,
      and/or Due to Retirement.
      Subject
      to Section 8, if Employee’s employment is terminated by the Company without
      cause, or Employee voluntary resigns in good standing, or due to Normal
      Retirement, then the portion of the Option that was exercisable as of the date
      of termination of employment, may be exercised by Employee for a period not
      to
      exceed one (1) year from the date of termination. The portion of the Option
      not
      yet exercisable on the date of termination of employment shall immediately
      expire.

    


    8. Other
      Termination.
      If
      Employee's employment is terminated for any reason other than (i) death, (ii)
      Disability, (iii) Normal Retirement, (iv) without cause by the Company, or
      (v)
      Employee voluntary resignation in good standing, any unexercised vested portion
      and unvested portion of the Option shall expire on the date of termination
      of
      employment.

    


    9. Withholding
      Tax.
      Not
      later than the date as of which an amount first becomes includible in the gross
      income of the Employee for Federal income tax purposes with respect to the
      Option, the Employee shall pay to the Company, or make arrangements satisfactory
      to the Committee regarding the payment of, any Federal, state and local taxes
      of
      any kind required by law to be withheld or paid with respect to such amount.
      The
      obligations of the Company pursuant to this Agreement 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 Employee from the
      Company. The Employee shall give written notice to the Company of the date
      as of
      which an amount may be included in the gross income of Employee for Federal
      income tax purposes with respect to the Option.

    


    10. Adjustments.
      In the
      event of any change in the shares of Common Stock of the Company as a whole
      occurring as a result of a stock split, reverse stock split, stock dividend
      payable on shares of Common Stock, combination or exchange of shares, or other
      extraordinary or unusual event occurring after the grant of this Option, the
      Committee shall determine, in its sole discretion, whether such change equitably
      requires an adjustment in the terms of this Option or the aggregate number
      of
      shares reserved for issuance under the Plan. Any such adjustments will be made
      by the Committee, whose determination will be final, binding and
      conclusive.

    


    11. Method
      of Exercise.

    (a) Notice
      to
      the Company. The Option shall be exercised in whole or in part by written notice
      in substantially the form attached hereto as Exhibit A directed to the Company
      at its principal place of business accompanied by full payment as hereinafter
      provided of the exercise price for the number of Option Shares specified in
      the
      notice and of the Withholding Taxes, if any.

    (b) Delivery
      of Option Shares. The Company shall deliver a certificate for the Option Shares
      to the Employee as soon as practicable after payment therefor.

    (c) Payment
      of Purchase Price.

    (i) Cash
      Payment. All payments shall be made in cash unless otherwise approved in advance
      by the Committee. The Employee shall make cash payments by wire transfer,
      certified or bank check or personal check, in each case payable to the order
      of
      the Company. The Company shall not be required to deliver certificates for
      Option Shares until the Company has confirmed the receipt of good and available
      funds in payment of the purchase price thereof.

    (ii) Payment
      of Withholding Tax. Any required Withholding Tax shall be paid in cash in
      accordance with Section 12(c)(i).

    


    12. Transfer.
      The
      Option Shares shall not be transferable by the Employee other than by will
      or by
      the laws of descent and distribution, and the Option shall be exercisable,
      during the Employee’s lifetime, only by the Employee (or in the event of legal
      incapacity or incompetency, the Employee’s guardian or legal
      representative).

    
      


      
        
           

        

        
          -
            Page 2 -

          
            

          

        

        
           

        

      

    

     

    13. Accelerated
      Vesting and Exercisability. 

    (a) If
      any
“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act),
      is or becomes the “beneficial owner” (as referred in Rule 13d-3 under the
      Exchange Act), directly or indirectly, of securities of the Company representing
      35% or more of the combined voting power of the Company’s then outstanding
      securities in one or more transactions, and the Board of Directors does not
      authorize or otherwise approve such acquisition, then the dates on which the
      Option becomes exercisable shall be accelerated and the Option will immediately
      and entirely vest, and the Employee will have the immediate right to purchase
      and/or receive any and all Common Stock subject to the Option on the terms
      set
      forth in this Agreement and Plan. 

    (b) The
      Board
      of Directors or Committee may, in the event of an acquisition of substantially
      all of the Company’s assets or at least 65% of the combined voting power of the
      Company’s then outstanding securities in one or more transactions (including by
      way of merger or reorganization) which has been approved by the Company’s Board
      of Directors, (i) accelerate the dates on which the Option becomes exercisable,
      and (ii) require the Employee to relinquish the Option to the Company upon
      the
      tender by the Company to Employee of cash in an amount equal to the Repurchase
      Value (as defined in the Plan) of such award.

    


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

    


    15. Employee
      Representations.
      The
      Employee hereby represents and warrants to the Company that:

    (a) he
      or she
      is acquiring the Option and shall acquire the Option Shares for his or her
      own
      account and not with a view towards the distribution thereof;

    (b) he
      or she
      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) he
      or she
      understands that he or she must bear the economic risk of the investment in
      the
      Option 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 Option Shares for sale under the Securities Act;

    (d) in
      his or
      her position with the Company, he or she 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) he
      or she
      is aware that the Company shall place stop transfer orders with its transfer
      agent against the transfer of the Option Shares in the absence of registration
      under the Securities Act or an exemption therefrom as provided
      herein;

    (f) he
      or she
      is aware of and understands that he or she 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) he
      or she
      acknowledges that he or she 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. He
      or
      she 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, he or she 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.

    
      


      
        
           

        

        
          -
            Page 3 -

          
            

          

        

        
           

        

      

    

    16. Restriction
      on Transfer of Option Shares.
      Anything in this Agreement to the contrary notwithstanding, the Employee hereby
      agrees that he or she shall not sell, transfer by any means or otherwise dispose
      of the Option 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 Employee 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.

    


    17. Miscellaneous.

    (a) Notices.
      All notices, requests, deliveries, payments, demands and other communications
      that are required or permitted to be given under this Agreement shall be in
      writing and shall be either delivered personally or sent by registered or
      certified mail, or by private courier, return receipt requested, postage prepaid
      to the Company at its principal executive office and to the Employee at his
      address set forth below, or to such other address as either party shall have
      specified by notice in writing to the other. Notice shall be deemed duly given
      hereunder when delivered or mailed as provided herein.

    (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) Employee
      and Stockholder Rights. The Employee shall not have any of the rights of a
      stockholder with respect to the Option Shares until such shares have been issued
      after the due exercise of the Option. Nothing contained in this Agreement shall
      be deemed to confer upon Employee any right to continued employment with the
      Company or any subsidiary thereof, nor shall it interfere in any way with the
      right of the Company to terminate Employee in accordance with the provisions
      regarding such termination set forth in Employee's written employment agreement
      with the Company, or if there exists no such agreement, to terminate Employee
      at
      will. 

    (d) 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.

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

    (f) 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.

    (g) Governing
      Law. This Agreement shall be governed by and construed in accordance with the
      laws of the State of Florida (without regard to choice of law provisions),
      provided; however, that all matters relating to or involving corporate law
      shall
      be governed by the Florida Business Corporation Act of 1989.

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

    


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

    


    
      	
              PARKERVISION,
                INC.

            	
              Address: 
                7915 Baymeadows Way, Suite 400

            
	 	
                                
                Jacksonville, Florida 32256

            
	
              By:
                ____________________________

            	 
	
              (Authorized
                Company Officer)

            	
               

            
	 	 
	 	 
	
              Employee:

            	
              Address:

            
	
              ___________________________

            	
              ______________________________

            
	 	 
	 	
              ______________________________

            


    

    
      


      
        
           

        

        
          -
            Page 4 -