2003 STOCK INCENTIVE PLAN
OF
RF MICRO DEVICES, INC.
Stock Option Agreement
(Senior Officers)
THIS AGREEMENT (together with Schedule A, attached hereto, the "Agreement"),
effective as of the date specified as the "Grant Date" on Schedule A attached
hereto, between RF MICRO DEVICES, INC., a North Carolina corporation (the
"Corporation"), and the individual identified on Schedule A attached hereto,
an employee of the Corporation or a related corporation (the "Participant");
R E C I T A L S:
In furtherance of the purposes of the 2003 Stock Incentive Plan of RF
Micro Devices, Inc., as it may be hereafter amended (the "Plan"), the
Corporation and the Participant hereby agree as follows:
1. Incorporation of Plan. The rights and duties of the Corporation
and the Participant under this Agreement shall in all respects be subject to
and governed by the provisions of the Plan, the terms of which are
incorporated herein by reference. In the event of any conflict between the
provisions in the Agreement and those of the Plan, the provisions of the
Plan shall govern. Unless otherwise defined herein, capitalized terms in
this Agreement shall have the same definitions as set forth in the Plan.
2. Grant of Option; Term of Option. The Corporation hereby grants
to the Participant pursuant to the Plan, as a matter of separate inducement
and agreement in connection with his employment or service to the
Corporation, and not in lieu of any salary or other compensation for his
services, the right and Option (the "Option") to purchase all or any part of
such aggregate number of shares (the "shares") of common stock of the
Corporation (the "Common Stock") at a purchase price (the "option price") as
specified on Schedule A, attached hereto, and subject to such other terms
and conditions as may be stated herein or in the Plan or on Schedule A. The
Participant expressly acknowledges that the terms of Schedule A shall be
incorporated herein by reference and shall constitute part of this
Agreement. The Corporation and the Participant further acknowledge that the
Corporation's signature on the signature page hereof, and the Participant's
signature on the Grant Letter contained in Schedule A, shall constitute
their acceptance of all of the terms of this Agreement. The Option (or any
portion thereof) shall be designated as an Incentive Option or Nonqualified
Option, as stated on Schedule A. To the extent that the Option or any
portion thereof is designated as an Incentive Option and such Option does
not qualify as an Incentive Option, the Option or portion thereof shall be
treated a as a Nonqualified Option. Except as otherwise provided in the
Plan or this Agreement, this Option will expire if not exercised in full by
the date specified on Schedule A.
3. Exercise of Option. Subject to the terms of the Plan and this
Agreement, the Option shall become exercisable on the date or dates set
forth on Schedule A attached hereto. To the extent that an Option which is
exercisable is not exercised, such Option shall accumulate and be
exercisable by the Participant in whole or in part at any time prior to
expiration of the Option, subject to the terms of the Plan and this
Agreement. The Participant expressly acknowledges that the Option may vest
and be exercisable only upon such terms and conditions as are provided in
Schedule A of this Agreement and otherwise in accordance with the terms of
the Plan. Upon the exercise of an Option in whole or in part and payment of
the option price in accordance with the provisions of the Plan and this
Agreement, the Corporation shall as soon thereafter as practicable deliver
to the Participant a certificate or certificates for the shares purchased.
Payment of the option price may be made in the form: (i) of cash or check;
(ii) by delivery (by either actual delivery or attestation) of shares of
Common Stock owned by the Participant at the time of exercise for a
period of at least one year and otherwise acceptable to the Administrator;
(iii) to the extent permitted by the Administrator and in accordance with
applicable law, by delivery of written notice of exercise to the Corporation
and delivery to a broker of written notice of exercise and irrevocable
instructions to promptly deliver to the Corporation the amount of sale or
loan proceeds to pay the option price; or (iv) by a combination of the
foregoing methods. Shares delivered in payment of the option price shall be
valued at their fair market value on the date of exercise, as determined by
the Administrator by applying the provisions of the Plan.
4. No Right of Continued Employment. Nothing contained in this
Agreement or the Plan shall confer upon the Participant any right to
continue in the employment or service of the Corporation or a related
corporation or interfere with the right of the Corporation or a related
corporation to terminate the Participant's employment or service at any
time. Except as otherwise expressly provided in the Plan and this Agreement
(including but not limited to Schedule A), all rights of the Participant
under the Plan with respect to the unexercised portion of his Option shall
terminate upon termination of the employment of the Participant with the
Corporation or a related corporation.
5. Nontransferability of Option. To the extent that this Option is
designated as an Incentive Option, the Option shall not be transferable
other than by will or the laws of intestate succession. To the extent that
this Option is designated as a Nonqualified Option, the Option shall not be
transferable other than by will or the laws of intestate succession, except
as may be permitted by the Administrator of the Plan in a manner consistent
with the registration provisions of the Securities Act of 1933, as amended
(the "Securities Act"). Except as may be permitted by the preceding
sentence, this Option shall be exercisable during the Participant's lifetime
only by the Participant.
6. Superseding Agreement; Binding Effect. This Agreement
supersedes any statements, representations or agreements of the Corporation
with respect to the grant of the Options or any related rights, and the
Participant hereby waives any rights or claims related to any such
statements, representations or agreements. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their
respective executors, administrators, heirs, successors and assigns. This
Agreement does not supersede or amend any existing Change in Control
Agreement, Inventions, Confidentiality and Nonsolicitations Agreement,
Employment Agreement or any other similar agreement between the Participant
and the Company, including, but not limited to, any restrictive covenants
contained in such agreements.
7. Governing Law. Except as otherwise provided in the Plan or
herein, this Agreement shall be construed and enforced according to the laws
of the State of North Carolina, without regard to the conflict of laws
provisions of any state.
8. Amendment and Termination; Waiver. Subject to the terms of the
Plan, this Agreement may be modified or amended only by the written
agreement of the parties hereto. The waiver by the Corporation of a breach
of any provision of the Agreement by the Participant shall not operate or be
construed as a waiver of any subsequent breach by the Participant.
9. No Rights as Shareholder. The Participant or his legal
representative, legatees or distributees shall not be deemed to be the
holder of any shares subject to the Option and shall not have any rights of
a shareholder unless and until certificates for such shares have been issued
and delivered to him or them.
10. Withholding. The Participant acknowledges that the Corporation
shall require the Participant to pay the Corporation the amount of any
federal, state, local or other tax or other amount required by any
governmental authority to be withheld and paid over by the Corporation to
such authority for the account of the Participant, and the Participant
agrees, as a condition to the grant of the Option, to satisfy such
obligations.
Page 2
11. Administration. The authority to construe and interpret this
Agreement and the Plan, and to administer all aspects of the Plan, shall be
vested in the Administrator, and the Administrator shall have all powers
with respect to this Agreement as are provided in the Plan. Any
interpretation of the Agreement by the Administrator and any decision made
by it with respect to the Agreement is final and binding.
12. Notices. Except as may be otherwise provided by the Plan, any
written notices provided for in this Agreement or the Plan shall be in
writing and shall be deemed sufficiently given if either hand delivered or
if sent by fax or overnight courier, or by postage paid first class mail.
Notices sent by mail shall be deemed received three business days after
mailed but in no event later than the date of actual receipt. Notice may
also be provided by electronic submission, if and to the extent permitted by
the Administrator. Notices shall be directed, if to the Participant, at the
Participant's address indicated by the Corporation's records, or if to the
Corporation, at the Corporation's principal office, attention Treasurer, RF
Micro Devices, Inc.
13. Severability. The provisions of this Agreement are severable
and if any one or more provisions may be determined to be illegal or
otherwise unenforceable, in whole or in part, the remaining provisions shall
nevertheless be binding and enforceable.
14. Restrictions on Option and Shares. The Corporation may impose
such restrictions on the Option and any shares issued pursuant to the
exercise of the Option as it may deem advisable, including without
limitation restrictions under the federal securities laws, the requirements
of any stock exchange or similar organization and any blue sky or state
securities laws applicable to such shares. Notwithstanding any other
provision in the Plan or the Agreement to the contrary, the Corporation
shall not be obligated to issue, deliver or transfer shares of Common Stock,
to make any other distribution of benefits, or to take any other action,
unless such delivery, distribution or action is in compliance with all
applicable laws, rules and regulations (including but not limited to the
requirements of the Securities Act). The Corporation may cause a
restrictive legend to be placed on any certificate issued pursuant to the
exercise of the Option in such form as may be prescribed from time to time
by applicable laws and regulations or as may be advised by legal counsel.
15. Counterparts; Further Instruments. This Agreement may be
executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. The parties hereto agree to execute such further instruments
and to take such further action as may be reasonably necessary to carry out
the purposes and intent of this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed on behalf of the
Corporation and by the Participant effective as of the Grant Date noted on
Schedule A, attached hereto.
RF MICRO DEVICES, INC.
By:/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
President & Chief Executive Officer
Attest:
/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Assistant Secretary & Chief Financial Officer
[Signature page of Participant to follow on Schedule A/Grant Letter]
Page 3
2003 Stock Incentive Plan of RF Micro Devices, Inc.
Stock Option Agreement
(Senior Officers)
Schedule A/Grant Letter
------------------------
1. Pursuant to the terms and conditions of the Company's 2003 Stock
Incentive Plan (the "Plan"), you (the "Participant") have been granted an
Incentive Stock Option to purchase ________ shares (the "Option") of our
Common Stock as outlined below.
Granted To:
--------------------------
Grant Date: , 20
------------------- --
Options Granted:
--------------------------
Option Price Per Share: $
-------------------------
Expiration Date: , 20
------------------ --
Vesting Schedule: [25% per year for 4 years]
_____ on ___/___/20__
_____ on ___/___/20__
_____ on ___/___/20__
_____ on ___/___/20__
2. The following provisions shall apply with respect to the Option:
(a) In the event of the Participant's termination of employment
other than for cause (as defined in Section 6(d)(iii)(E) of
the Plan), and subject to Section 2(b), below, the following
provisions shall apply with respect to the Option:
(i) The Option shall continue to vest according to the Vesting
Schedule stated in Section 1 above of this Schedule A as
if the Participant had remained an employee of the
Company; and
(ii) That portion of the Option which was vested at the time of
the Participant's termination of employment or service or
which becomes vested following termination of employment
shall remain exercisable until the expiration of the term
of the Option (that is, the "Option Period," such period
to expire on the Expiration Date, stated above).
(iii) If the employment of the Participant is terminated for
cause, the Option shall be terminated immediately and the
Participant shall have no further rights related thereto
(unless the Administrator, in its discretion, determines
otherwise).
(iv) The Administrator shall have discretion to determine the
basis for termination and to interpret this provision.
(b) Notwithstanding Section 2(a) herein, the Administrator in its
sole discretion may determine that all or any part of the
Option shall not continue to vest following the Participant's
termination of employment and/or that all or any part of the
Option shall not remain exercisable for the full Option
Period, such determination to be based on such factors as may
be considered by the Administrator in its discretion
(including but in no way limited to factors related to the
conduct of the Participant), in which case the Option or
portion thereof shall, unless the Administrator determines
otherwise, be subject to the vesting and post-termination
exercise provisions of Section 6(d)(iii) of the Plan. The
Administrator shall
Page A-1
exercise its discretion not to continue vesting of, and/or
not to extend the post-termination exercise period of, all or
a portion of the Option within thirty (30) days following the
date of termination of the Participant's employment.
By my signature below, I, the Participant, hereby acknowledge receipt
of this Grant Letter and the Option Agreement (the "Agreement") dated
__________ ___, 2004, between the Participant and RF Micro Devices, Inc.
(the "Company") which is attached to this Grant Letter. I understand that
the Grant Letter and other provisions of Schedule A herein are incorporated
by reference into the Agreement and constitute a part of the Agreement. By
my signature below, I further agree to be bound by the terms of the Plan and
the Agreement, including but not limited to the terms of this Grant Letter
and the other provisions of Schedule A contained herein. The Company
reserves the right to treat the Option and the Agreement as cancelled, void
and of no effect if the Participant fails to return a signed copy of the
Grant Letter within 30 days of grant date stated above.
Signature: Date:
------------------------------------ -----------
Note: If there are any discrepancies in the name or address shown above,
please make the appropriate corrections on this form. Please retain a copy
of the Agreement, including this Grant Letter, for your files.
Page A-2