Adopted
      by the Compensation

    Committee,
      March 6, 2007

    


    

    Change
      in Control Severance Policy

    


    


     

    To
      provide for the continued services of the senior management of ParkerVision,
      Inc. (“Company”) in the event of a change of control of the Company, the Board
      of Directors, through the authority of the Compensation Committee, has approved
      and adopted a severance program for senior management. The severance policy
      is
      intended to be binding on the Company as a means of providing compensation
      to
      the covered employees if terminated in connection with a change of control
      as
      defined in this severance policy.

     

    Covered
      Employees

     

    This
      severance policy is applicable to the named executive officers of the Company
      and other senior management employees as designated by the Compensation
      Committee. Each designated individual will be referred to herein as a Covered
      Employee. The initial designees to be covered by this severance policy are
      the
      Chief Executive Officer, Jeffery L. Parker, the Chief Technical Officer, David
      Sorrells, and the Chief Financial Officer, Cynthia Poehlman. Additional Covered
      Employees designated by the Compensation Committee shall be shall be added
      to
      this severance policy by schedule, as updated from time to time. 

     

    If
      at any
      time during the operative period of this severance policy, any of the Covered
      Employees has in effect a separate agreement with the Company providing for
      severance pay in the event of a change of control, then the terms of such
      agreement will govern any payment in the event of any severance of employment,
      including in a change of control circumstance, and this severance policy will
      not be applicable to that Covered Employee.

     

    Term
      of Severance Policy; Amendment

     

    This
      severance policy and the arrangements for compensation was approved and adopted
      by the Compensation Committee on March 6, 2007. This severance policy is
      effective immediately for an initial term of two years. This severance policy
      will be automatically extended for one additional year at the end of the initial
      term and each renewal term thereafter unless the Compensation Committee issues
      notice of its non-renewal by written notice to each then Covered Employee at
      least 90 days in advance of the commencement of a renewal term. If notice of
      termination is given, then this severance policy and the benefits provided
      will
      terminate as of the end of the then term and be of no further force and
      effect.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    This
      severance policy may be amended, modified or terminated in the sole discretion
      of the Compensation Committee at any time. Notwithstanding the foregoing, any
      amendment, modification or termination made will be deemed not effective if
      a
      change of control, as defined herein, occurs within one year after the date
      of
      the amendment, modification or termination is adopted by the Compensation
      Committee.

     

    Definition
      of Change of Control

     

    A
      change
      of control of the Company for purposes of this severance policy shall mean
      any
      one of the following events.

     

    
      	 	
              A.

            	
              If
                any "person" (as such term is used in Sections 13(d) and 14(d) of
                the
                Exchange Act of 1934, as amended ("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;

            


    

     

    
      	 	
              B.

            	
              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 voting securities in one or more transactions (including
                by
                way of merger or reorganization) that has been approved by the Company’s
                Board of Directors; and

            


    

     

    
      	 	
              C.

            	
              If
                during any 24-month period, incumbent directors at the beginning
                of the
                period (and directors elected or nominated by a majority of the incumbent
                directors) cease to be a majority of the Board of Directors at the
                end of
                the 24-month period.

            


    

     

    Protection
      Period and Entitlement to Benefits; Definitions of Without Cause and Good
      Reason

     

    If
      during
      the two-year period following a change in control of the Company that occurs
      while this severance policy is in effect, the employment of a Covered Employee
      is terminated by the Company either without “cause” or the employment is
      terminated by the Covered Employee for “good reason,” then the Covered Employee
      will be entitled to the benefits of this severance policy. A Covered Employee
      is
      also entitled to the benefits of this severance policy if, at the direction
      of a
      third party involved in a transaction that will result in a change of control
      of
      the Company, the employment of the Covered Employee is terminated by the Company
      without “cause” or by the Covered Employee for “good reason.”

     

    For
      this
      severance policy without cause will mean for any reason other than the
      following:

     

    
      	 	
              A.

            	
              Refusal
                in bad faith by the Covered Employee to carry out specific written
                directions of the Board of Directors or committee thereof or the
                person to
                which the Covered Employee directly
                reports;

            


    

     

    
      	 	
              B.

            	
              Willful
                and continued failure by the Covered Employee to substantially perform
                his
                or her employment duties after written
                notice;

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	 	
              C.

            	
              The
                willfully engaging in misconduct or gross negligence by the Covered
                Employee resulting in material harm to
                Company;

            


    

     

    
      	 	
              D.
                

            	
              The
                willful violation of any of the Company policies by the Covered Employee
                resulting in material harm to
                Company;

            


    

     

    
      	 	
              E.
                

            	
              Intentional
                fraud or dishonest action by the Covered Employee in his relations
                with
                the Company or contrary to the then Code of Ethics of the Company;
                or

            


    

     

    
      	 	
              F.
                

            	
              Conviction
                of the Covered Employee of any crime involving an act of significant
                moral
                turpitude, after appeal or the period for appeal has elapsed without
                an
                appeal being filed by the Covered
                Employee.

            


    

     

    For
      this
      severance policy good reason will mean any of the following:

     

    
      	 	
              A.

            	
              Adverse
                change in the nature of the title, duties or responsibilities, including
                removal from current employment position, of the Covered
                Employee;

            


    

     

    
      	 	
              B.
                

            	
              Reduction
                in base salary of the Covered Employee, except for across-the-board
                reduction of not more than 10% applicable to all the Covered
                Employees;

            


    

     

    
      	 	
              C.
                

            	
              Significant
                reduction in the bonus opportunity of the Covered Employee, except
                for
                across-the-board reductions applicable to all the Covered Employees;
                or

            


    

     

    
      	 	
              D.

            	
              Relocation
                of office in which the Covered Employee is working during the protection
                period of more than 35 miles from the office location immediately
                preceding CIC or requirement of the Covered Employee to change office
                to
                another location more than 35 miles from the office location in which
                he
                is employed during the protection period.


            


    

     

    Severance
      Benefits

     

    In
      the
      event of a termination under which the Covered Employee is entitled to receive
      benefits under this severance policy, there will be paid the following lump
      sum
      amounts:

     

    	A.         
              	
            There
              will be paid a lump sum payment, due on termination (subject to a 6-month
              delay in payment if required by the Internal Revenue Code Section 409A
              deferred compensation rules), equal to the applicable multiple
              (“Multiple”) of base salary of the Covered Employee.  The
              Multiple will be established from time to time by the Compensation
              Committee for each Covered Employee, in a range of 50% to 300% of the
              base
              salary of the Covered Employee, and added to this severance policy
              by
              schedule. 

          


     

    
      
         

      

      
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    	B.         
              	
            There
              will be paid an amount in lieu of any bonus, due on termination (subject
              to a 6-month delay in payment if required by the Internal Revenue Code
              Section 409A deferred compensation rules), equal to the greater of
              (i) the
              bonus or annual incentive compensation earned by the Covered Employee
              during the prior full fiscal year prior to a change in control, (ii)
              the
              average of the bonus or annual incentive compensation earned by the
              Covered Employee during the three full fiscal years, or that number
              of
              full fiscal years Covered Employee was employed by the Company if less,
              prior to a change in control based on the years in which the Covered
              Employee was eligible to receive such compensation, or (iii) if not
              entitled to any bonus or annual incentive compensation during any of
              the
              three years prior to the change in control, the target bonus in the
              year
              of termination prorated based on the days of service in the year of
              termination. Bonus and annual incentive compensation for purposes of
              this
              policy is defined as the aggregate value of equity and non-equity bonus
              and annual incentive compensation.

          


     

    The
      Covered Employee will be entitled to the continuation of medical and dental
      benefits, as elected by the Covered Employee at the time of termination, for
      the
      applicable COBRA period at the Company expense, if COBRA benefits are elected
      by
      the Covered Employee in accordance with applicable regulations. 

     

    To
      the
      extent that any severance benefits are deemed to be “parachute payments” in
      accordance with IRS regulations, the Covered Employee will be entitled to a
      “golden parachute excise tax” gross-up, provided that the parachute payments are
      at least 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 of control occurs).
      Notwithstanding the foregoing, if the parachute payments to the Covered Employee
      are between 100% and 110% of the safe harbor amount, then there will be a cut
      back of the amount to bring the total parachute payments within the safe
      harbor.

     

    Any
      performance equity award held by the Covered Employee that is not otherwise
      accelerated by its terms will be accelerated on the date of termination so
      that
      the Covered Employee will be fully vested in the award as if all conditions
      to
      vesting had occurred as of such date of termination and the award will be
      exercisable for the term then specified in the award agreement or plan, as
      applicable.

     

    All
      of
      the severance benefits are subject to the Covered Employee providing to the
      Company a written waiver and release of all other claims they may have against
      the Company, in the form as reasonably requested by the Company. In addition,
      if
      the Covered Employee is not already subject to such agreements, the Covered
      Employee will enter into agreements in the forms reasonably requested by the
      Company protecting the confidentiality of the Company information perpetually
      thereafter and one-year non-competition and non-solicitation provisions. For
      any
      Covered Employee subject to an agreement defining “Excess Compensation” or
“Post-Employment Compensation” in a covenant restricting the Covered Employee’s
      ability to compete with the Company, by accepting severance benefits under
      this
      policy, the Covered Employee acknowledges and agrees that such benefits
      constitute a form of retention bonus included within the definition of Excess
      Compensation or Post-Employment Compensation in such agreement.

     

    
      
         

      

      
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    Other

     

    Any
      dispute arising under this severance policy between the Company and any Covered
      Employee will be settled by arbitration in Jacksonville, Florida, in accordance
      with the commercial arbitration rules of the American Arbitration Association.
      The expenses of the arbitration forum and arbitrators will be borne by the
      Company in all instances. The Company will reimburse the Covered Employee for
      all its reasonable fees and expenses, including reasonable attorney fees
      (measured against the fees of attorneys practicing in the greater Jacksonville,
      Florida area only), in connection with the dispute, if the Covered Employee
      prevails on at least one material item of its claims under this severance
      policy, after appeal or the period for appeal has elapsed without an appeal
      being filed by the Covered Employee. Notwithstanding the foregoing, if the
      Covered Employee has an indemnification agreement with the Company, then the
      terms of such agreement will prevail in the event of a conflict with the terms
      of this severance policy.

     

    Administration

     

    This
      severance policy will be administered by the Compensation Committee of the
      Company. In the event there is no Compensation Committee, then it will be
      administered by the Board of Directors or by any other committee designated
      by
      the Board of Directors that deliberates on compensation matters relating to
      the
      employees of the Company.

     

     

     

     

     

     

    
      
         

      

      
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