PARKERVISION INC
STOCK OPTION AGREEMENT - JEFFREY PARKER
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>ex103-801.txt
<DESCRIPTION>STOCK OPTION AGREEMENT - JEFFREY PARKER
<TEXT>

                                                                    Exhibit 10.3

                             STOCK OPTION AGREEMENT

     AGREEMENT  dated as of  September 7, 2000 between  JEFFREY  PARKER,  with a
business address of P.O. Box 56346, Jacksonville,  Florida 32256 (the "Employee"
or "Grantee") and PARKERVISION, INC., a Florida corporation having its principal
office at 8493 Baymeadows Way, Jacksonville, Florida 32256 ("Company").

     WHEREAS,  on  September  7, 2000,  the Board of  Directors  of the  Company
authorized  the  terms  of  an  Employment   Agreement  with  Employee  executed
simultaneously herewith ("Employment Agreement"),  and the grant to the Employee
of an option to purchase an aggregate of 350,000 of the  authorized but unissued
shares of the Common Stock of the Company,  $.01 par value ("Common Stock"),  on
the terms and conditions  set forth in this  Agreement and the 2000  Performance
Equity Plan ("Plan");

     WHEREAS,  the  Employee  desires  to acquire  said  option on the terms and
conditions set forth in this Agreement; and

     WHEREAS,  capitalized  terms not otherwise  defined in this Agreement shall
have the meanings ascribed to them in the Plan.

     IT IS AGREED:

     GRANT OF OPTION.  The Company  hereby  grants to the Employee the right and
option to  purchase  all or any part of an  aggregate  of 350,000  shares of the
Common Stock  ("Option") on the terms and conditions set forth herein and in the
Plan. The Option is a non-qualified  stock option, not intended to qualify under
any section of the Internal Revenue Code of 1986, as amended.

     EXERCISE PRICE. The exercise price of each share of Common Stock subject to
the Option ("Option Shares") shall be $41.00.

     VESTING AND EXERCISABILITY

          The right to purchase the Option Shares under this Option is vested as
of October 1, 2000 and shall remain  exercisable  until the close of business on
October 1, 2010 (the "Exercise Period").

          In the event of the  occurrence of a  Non-Approved  Transaction  or an
Approved  Transaction  as set forth in Section 10 of the Plan, the Employee will
have the right to require the Company to repurchase the Option from the Employee
at a price  equal to the  Repurchase  Value of the  Option in the event that the
Employee has been advised that he would (or  reasonably  could) be liable to the
Company under Section 16(b) of the Securities Exchange Act of 1934, as

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amended (the "Exchange  Act") if he were to exercise the Option and  immediately
sell the underlying  Option Shares. If Employee elects to require the Company to
repurchase  the  Option,  it will  give  written  notice to the  Company  of its
election  within ten days of the  consummation of the  transaction.  The Company
will pay the amount due to Employee by certified  check or wire transfer  within
five days of the receipt of the notice.

     RIGHTS AS A STOCKHOLDER. 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.

     ADJUSTMENTS.  In the event of a stock split or  exchange,  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 Option
and in the option price  thereunder,  in order to preserve the  Employee's  then
proportionate  interest  in the Company and to  maintain  the  aggregate  option
price.

     TRANSFERABILITY OF OPTION AND OPTION SHARES.

          The Employee hereby  represents and warrants to the Company that he is
acquiring the Option for his own account and not with a view to the distribution
thereof.

          The  Employee  hereby  agrees that he shall not sell,  transfer by any
means  or  otherwise  dispose  of the  Option  Shares  acquired  by him  without
registration  under the  Securities  Act of 1933 ("Act") and in compliance  with
Rule 144, if applicable, or in the event that they are not so registered, unless
(i) an  exemption  from the Act is available  thereunder,  (ii) the Employee has
furnished  the  Company  with  notice of such  proposed  transfer  and (iii) the
Company's  legal counsel,  in its reasonable  opinion,  shall deem such proposed
transfer to be so exempt.

     RELOAD  OPTION.  If the Employee  tenders shares of Common Stock to pay the
exercise price of the Option, and/or withheld to pay the applicable  withholding
taxes upon exercise of a portion of the Option,  the Employee will receive a new
option (the "Reload  Option") to purchase  that number of shares of Common Stock
equal to the  number  of  shares  tendered  to pay the  exercise  price  and the
withholding  taxes.  The Reload Option shall have an exercise price equal to the
Fair Market  Value as of the date of exercise of the Option.  The Reload  Option
may be exercised commencing one year after it is granted and shall expire on the
date of expiration of the Option.

     EMPLOYEE'S ACKNOWLEDGMENTS. The Employee hereby acknowledges that:

          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 have been made available to the Employee for his inspection.

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<PAGE>

          If he exercises  the Option,  he may have to bear the economic risk of
the investment in the Option Shares for an indefinite period of time because the
Option Shares may not have been  registered  under the Act and cannot be sold by
him  unless  they are  registered  under the Act or an  exemption  therefrom  is
available thereunder.

          In his position with the Company,  he has had both the  opportunity to
ask  questions of and receive  answers  from the  officers and  directors 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 subparagraph (a) above.

          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 Act or an exemption therefrom or if required by the federal securities laws.

          In the  absence  of  registration  under  the  Act,  the  certificates
evidencing the Option Shares shall bear the following legend:

          "The Shares  represented  by this  certificate  have been acquired for
          investment  and have not been  registered  under the Securities Act of
          1933. The shares may not be sold or transferred in the absence of such
          registration or an exemption therefrom under said Act."

     EXERCISE OF OPTION.

          Subject to the terms and conditions of the  Agreement,  the Option may
be exercised  from time to time, in whole or in part,  by written  notice to the
Company at its principal place of business. Such notice shall state the election
to exercise the Option and the number of Option Shares in respect to which it is
being  exercised,  and, if the Option Shares are not then  registered for resale
under the Act, such notice shall contain such  representations as are reasonably
required by the Company for the issuance of the Option Shares at such time. Such
notice shall be  accompanied by payment of the full exercise price of the Option
Shares.

          The  exercise  price may be made on a "cashless  basis," as  described
below or in cash or by check,  bank draft or money order payable to the order of
the  Company.  If the  Employee  elects to make a  "cashless"  exercise  of this
Option,  then payment of the  exercise  price may be made by the delivery to the
Company of that number of shares of Common  Stock owned by the  Employee  for at
lease six months  having a Fair  Market  Value equal to the  aggregate  exercise
price.

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<PAGE>

          The Company shall issue a certificate or  certificates  evidencing the
Option  Shares as soon as  practicable  after the  notice  is  received  and the
payment  has  cleared  the  banking  system.  The  certificate  or  certificates
evidencing  the Option  Shares shall be  registered in the name of the person or
persons so exercising the Option.

          The Company  hereby  represents  and warrants to the Employee that 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.

     WITHHOLDING  TAXES.  Not later  than the date as of which an  amount  first
becomes  includible  in the gross  income of  Employee  for  Federal  income tax
purposes with respect to the Option,  Employee shall pay to the Company, or make
arrangements  satisfactory to the Company 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  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.  Any required  withholding  tax may be paid at the election of
the  Employee  in cash or by check,  or by  delivering  that number of shares of
Common Stock owned by the Employee for at least six months  having a Fair Market
Value equal to the aggregate of the tax amount due.

     MISCELLANEOUS.

          All notices  provided for in this Agreement  shall be in writing,  and
shall be deemed to have been duly given when  delivered  personally to the party
to receive the same, when transmitted by electronic  means, or when mailed first
class postage prepaid, by certified mail, return receipt requested, addressed to
the party to receive  the same at his or its address  set forth  below,  or such
other  address as the party to receive the same shall have  specified by written
notice given in the manner provided for in this Section 11. All notices shall be
deemed to have been given as of the date of personal  delivery,  transmittal  or
mailing thereof.

          If to Employee:

               Jeffrey Parker
               P.O. Box 56346
               Jacksonville, Florida  32256
               (Fax)  904-731-9112
               (E-mail) jparker@parkervision.com

          If to the Company:

               ParkerVision, Inc.
               8493 Baymeadows Way
               Jacksonville, Florida  32256
               Attn: President
               (FAX) 904-448-6301
               (E-MAIL) RSISISKY@PARKERVISION.COM

                                       4
<PAGE>

          This  Agreement  and the  Employment  Agreement  set forth the  entire
agreement of the parties relating to the Option and is intended to supersede all
prior  negotiations,  understandings  and  agreements.  No  provisions  of  this
Agreement may be waived or changed except by a writing by the party against whom
such  waiver or change is sought to be  enforced.  The  failure  of any party to
require performance of any provision hereof or thereof shall in no manner affect
the right at a later time to enforce such provision.

          All questions with respect to the  construction  of this Agreement and
the rights and  obligations  of the parties  hereunder  shall be  determined  in
accordance  with the law of the State of Florida  applicable to agreements  made
and to be performed entirely in Florida.

          This  Agreement  shall inure to the benefit of and be binding upon the
successors  and assigns of the Company.  Except as provided in Section 6 of this
Agreement or as permitted under the Plan, this Agreement shall not be assignable
by Employee,  but shall inure to the benefit of and be binding  upon  Employee's
heirs and legal representatives.

          Should any provision of this Agreement  become legally  unenforceable,
no other provision of this Agreement shall be affected, and this Agreement shall
continue  as if  the  Agreement  had  been  executed  absent  the  unenforceable
provision.

          The Company  represents  that the  cashless  exercise  and  repurchase
provisions  set  forth  in  Sections  3.2,  9.2,  and 10 of this  Agreement  was
specifically  approved by the Board of  Directors  of the Company in  connection
with the approval of this Agreement.

     IN WITNESS  WHEREOF,  the parties have executed this  Agreement on the date
first above written.

                                        PARKERVISION, INC.


                                        By: /s/ Richard L. Sisisky
                                            ----------------------
                                            Richard L. Sisisky, President


                                        /s/ Jeffrey Parker
                                        ---------------------------
                                        JEFFREY PARKER

                                       5
<PAGE>

</TEXT>
</DOCUMENT>
