Exhibit 10.6
NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN
OF
RF MICRO DEVICES, INC.
Stock Option Agreement
THIS AGREEMENT (the "Agreement"), made the ___ day of ____________,
____, between RF MICRO DEVICES, INC., a North Carolina corporation (the
"Corporation"), and __________________________, a director of the Corporation
(the "Optionee");
R E C I T A L S :
In furtherance of the purposes of the Nonemployee Directors' Stock
Option Plan of RF Micro Devices, Inc., as amended and restated through March 27,
2001 and as it may be further amended (the "Plan"), the Corporation and the
Optionee hereby agree as follows:
1. Incorporation of Plan. The rights and duties of the Corporation and
the Optionee 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 Optionee pursuant to the Plan, as a matter of separate inducement and
agreement in connection with his 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 an aggregate of _______________
(_________) shares (the "shares") of the common stock (the "Common Stock") of
the Corporation, at a purchase price (the "option price") of
_____________________________ ($__________) per share. The Option shall be
designated as a Nonqualified Option. Except as otherwise provided in the Plan,
the Option will expire if not exercised in full before ______________, ____.
3. Exercise of Option. Subject to the terms of the Plan, 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 Optionee in whole or in part
at any time prior to expiration of the Option, subject to 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 Optionee a
certificate or certificates for the shares purchased. Payment of the option
price may be made in the form: (i) cash; (ii) delivery of shares of Common Stock
owned by the Optionee at the time of exercise; (iii) shares of Common Stock
withheld upon exercise; (iv) delivery of written notice of exercise to the
Administrator 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 (v) a combination of the
foregoing methods. Shares of Common Stock delivered or withheld 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 Service. Nothing contained in this Agreement
or the Plan shall confer upon the Optionee any right to continue in the service
of the Corporation or a related corporation or interfere with the right of the
Corporation or a related corporation to terminate the Optionee's service at any
time. Except as otherwise expressly provided in the Plan or the Agreement, all
rights of the Optionee under the Plan with respect to the unexercised portion of
his Option shall terminate immediately upon termination of the services of the
Optionee with the Corporation as a director of the Corporation.
5. Nontransferability of Option. This 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 Optionee's lifetime only by the Optionee.
6. Superseding Agreement; Binding Effect. This Agreement supersedes any
statements, representations or agreements of the Corporation with respect to the
grant of the Option or any related rights, and the Optionee 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, next-of-kin,
successors and assigns.
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 principles of conflicts of laws.
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 Optionee shall not operate or be construed as a waiver
of any subsequent breach by the Optionee.
9. No Rights as Shareholder. The Optionee 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 with
respect to such shares unless and until certificates for such shares have been
issued and delivered to him or them.
10. 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 (as such term is defined in the Plan), 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.
11. 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. Notices shall be directed, if to the
Optionee, at the Optionee's address indicated by the Corporation's records, or
if to the Corporation, at the Corporation's principal office.
12. 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.
13. Restrictions on 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 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.
IN WITNESS WHEREOF, this Agreement has been executed in behalf of the
Corporation and by the Optionee effective as of the day and year first above
written.
RF MICRO DEVICES, INC.
By: ________________________________
David A. Norbury
President and Chief Executive Officer
Attest:
- ----------------------------------
Secretary
[Corporate Seal]
OPTIONEE
_____________________________(SEAL)
NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN
OF
RF MICRO DEVICES, INC.
Stock Option Agreement
SCHEDULE A
Date Option granted: ___________________, _______.
Date Option expires: ___________________, _______.
Number of shares subject to Option: _______ shares.
Option price (per share): $________.
Type of Option: Nonqualified Stock Option
Date Installment Percentage of Option
First Exercisable Which is Exercisable
----------------- ---------------------
Date of Grant 33%
First Anniversary of
Date of Grant 66%
Second Anniversary of
Date of Grant 100%