The Nominating and Corporate Governance Committee ("Committee") is appointed by the Board of Directors (the "Board") of ParkerVision, Inc. (the "Company") to (1) identify individuals qualified to become members of the Board, consistent with the criteria approved by the Board; (2) recommend to the Board director nominees to be presented at the annual meeting of stockholders and nominees to fill vacancies on the Board, whether caused by retirement, resignation, death, increase in the number of authorized directors or otherwise; (3) recommend to the Board assignments of directors to various committees; (4) develop and recommend to the Board the corporate governance guidelines applicable to the Company; (5) advise and make recommendations to the Board with respect to corporate governance matters; (6) oversee an annual evaluation of the Board and committees; and (7) take such other actions within the scope of this Charter as the Committee deems appropriate.
The Committee will consist of no fewer than three members, each of whom shall be a director of the Company. Each member of the Committee shall meet the independence requirements established by the Board and applicable laws, regulations and listing requirements. Members of the Committee shall be appointed by and serve at the discretion of the Board. The Board shall designate a Chair of the Committee. A majority of the members of the Committee will constitute a quorum.
The Committee will meet at least twice a year. Additional meetings may occur as the Committee or its chair deems advisable. A special meeting of the Committee may be called by the Chair and will be called promptly upon the request of any two Committee members. A majority of the Committee shall constitute a quorum for the transaction of business. The action of a majority of those present at a meeting, at which a quorum is present, shall be the act of the Committee. Any action required or permitted to be taken at any meeting of the Committee may be taken without a meeting if all members of the Committee consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Committee. The Committee shall keep a record of its actions and proceedings.
From September 2003 to his retirement in November 2004, Mr. Hightower was the president of the Company.
Mr. Hightower was the president and chief operating officer and a director of Silicon Valley Group, Inc. ("SVGI"), from August 1997 until his retirement in May 2001.
SVGI is a publicly held Company which designs and builds semiconductor capital equipment tools for chip manufacturers.
Mr. Hightower served as chairman and chief executive officer of CADNET Corporation, a developer of network software solutions for the architectural industry from January 1996 to August 1997.
From August 1989 to January 1996, Mr. Hightower was the president and chief executive officer of Telematics International, Inc.