UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8‑K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 21, 2008
(Date of earliest event reported)
RF Micro Devices, Inc.
(Exact name of registrant as specified in its charter)
North Carolina | 0-22511 | 56-1733461 |
(State or Other Jurisdiction | (Commission File | (I.R.S. Employer |
of Incorporation) | Number) | Identification No.) |
7628 Thorndike Road
Greensboro, North Carolina 27409-9421
(Address of principal executive offices)
(Zip Code)
(336) 664-1233
(Registrant's telephone number, including area code)
Item 5.02(e). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Restricted Stock Awards
On May 21, 2008, the Compensation Committee (the "Committee") of the Board of Directors of RF Micro Devices, Inc. (the "Company") approved awards of shares of performance- and service-based restricted stock (each, an "Award") in accordance with the 2003 Stock Incentive Plan of RF Micro Devices, Inc., as amended (the "Plan"), to certain employees, including each of the Company's named executive officers. The purpose of these Awards is to link a portion of each named executive officer's equity compensation to the achievement of key Company initiatives that the Committee believes have a strong potential to impact longer-term shareholder value creation. The fair market value for each share of restricted stock underlying the Award was established by the Committee in accordance with its historical grant practices at $3.78 per share, which was the closing price of the Company's common stock as quoted on the NASDAQ Global Select Market on May 20, 2008. Each Award, in addition to being subject to customary terms and conditions as set forth in the Plan and respective Award agreement, is subject to specified performance and service conditions and represents a contingent right to receive an amount of the Company's common stock at a future date.
The Award will be earned, if at all, by each named executive officer based upon the Company's achievement of between two and six objective performance criteria (the "Goals") established by the Committee that must be satisfied during the period beginning May 21, 2008 and ending at the close of the Company's current fiscal year on March 28, 2009 (the "Performance Period"). The Goals relate to the successful development and launch of specific technologies and products and the completion of integration of recently acquired businesses. The number of shares of restricted stock subject to each Award will be determined based on the achievement by the Company of the Goals established by the Committee. Each Award may be earned in whole or in part based on the number of Goals actually achieved during the Performance Period.
Each of the Company's named executive officers, if between two and six Goals are satisfied, will be eligible to receive up to the following number of shares of restricted stock at the conclusion of the Performance Period:
Name: Maximum Award
(if all six Goals are achieved)
Robert A. Bruggeworth 571,500 shares
President and Chief Executive Officer
Steven E. Creviston 297,750 shares
President of Cellular Products Group
William A. Priddy, Jr. 214,350 shares
Chief Financial Officer and
Corporate Vice President of Administration
Jerry D. Neal 190,500 shares
Executive Vice President of
Marketing and Strategic Development
The shares of restricted stock earned by each named executive officer at the end of the Performance Period, if any, will vest over a three-year period, with 50% vesting on the first anniversary date (May 21, 2009) and the remaining 50% vesting in equal installments on each of the next two anniversary dates (May 21, 2010 and May 21, 2011), as long as the named executive officer is an employee of the Company on each such anniversary date. No shares are issued unless, and then only to the extent that, an Award is both earned and vested.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
RF Micro Devices, Inc.
By: /s/ Barry D. Church
Barry D. Church
Vice President and Corporate Controller
Date: May 28, 2008
