Exhibit 10.24
RF MICRO DEVICES, INC.
FISCAL YEAR 2001 EXECUTIVE BONUS COMPENSATION PLAN
SUMMARY OF TERMS
1. Purpose. The purpose of the 2001 Executive Bonus Compensation Plan
(the "Plan") is to provide select key employees of RF Micro Devices,
Inc. (the "Company") and its affiliates with incentive awards in the
form of cash payments and bonus option grants (each, an "award" or
"awards") based upon attainment of objective performance goals,
thereby promoting a closer identification of the participants'
interests with the interests of the Company and its shareholders, and
further stimulating such participants' efforts to enhance the
efficiency, profitability, growth and value of the Company. The Plan
shall be in effect for fiscal year 2001 and may continue in effect for
future years, as modified by the Compensation Committee (the
"Committee") of the Board of Directors (the "Board") or by the Board
in its or their discretion.
2. Eligibility. Key employees of the Company or its affiliates selected
by the Committee shall be eligible to participate (each, a
"participant"). Eligible participants shall be selected to participate
on an annual or other periodic basis as determined by the Committee.
Nothing contained in the Plan or the terms of any award will be
construed as conferring upon any participant the right to continue in
the employment of the Company or an affiliate or as imposing upon the
Company or any affiliate the obligation to continue to employ a
participant. Awards granted under the Plan may not be assigned or
transferred by a participant to any other person or entity.
3. Administration of the Plan. The Plan will be administered by
the Committee, unless the Board elects to assume administration in
whole or in part. References to the "Committee" in this summary
include references to the Board where appropriate. The Committee is
vested with the authority to determine eligibility, grant awards and
modify performance criteria. In addition, without limiting the
foregoing, the Committee has full authority in its discretion to take
any action with respect to the Plan including, without limitation, the
authority (i) to determine all matters relating to awards, including
selection of individuals to be granted awards, the types of awards,
the number of shares of Common Stock, if any, subject to an award, and
all terms, conditions, restrictions and limitations of an award; and
(ii) to construe and interpret the Plan and any instruments evidencing
awards granted under the Plan, to establish and interpret rules and
regulations for administering the Plan and to make all other
determinations deemed necessary or advisable for administering the
Plan. All determinations of the Committee with respect to the Plan
will be final and binding on the Company and all persons having or
claiming an interest in any award granted under the Plan. No member of
the Board or Committee, as applicable, shall be liable while acting as
administrator for any action or determination made in good faith with
respect to the Plan or any award.
4. Nature of Awards. Awards granted under the Plan shall consist of cash
bonuses and bonuses in the form of option grants ("option bonuses").
The terms of option bonuses will be governed by the terms of the
Company's 1999 Stock Incentive Plan (the "1999 Plan") or any other
stock incentive plan which may apply to such option bonuses and shall
be subject to the terms and conditions of such plan and the respective
award agreement.
5. Determination of Awards. Each participant will be assigned a target
cash bonus and a target option bonus applicable for the particular
plan year (each, a "target bonus"). (Each plan year shall coincide
with the particular fiscal year of the Company.) A participant's
award, if any, for a particular plan year will be earned based on the
attainment of written performance objectives approved by the
Committee. The performance goals established by the Committee for
fiscal year 2001 generally will be based on corporate performance
factors. The participant's ability to earn his or her target bonuses
and the percentage thereof are dependent on the Company's attainment
of such specified performance goals. Unless the Committee determines
otherwise, awards shall be earned, if at all, on an annual basis based
on the Company's annual performance. The corporate performance factors
upon which awards may be based for fiscal year 2001 may include, but
are not necessarily limited to, objective goals for revenue, gross
margin, earnings per share, net bookings and module production. The
corporate performance factors and any other performance factors (such
as individual performance factors and/or business unit/function
performance factors) which may apply in future plan years shall be
determined by the Committee and may differ from the performance
criteria applicable in fiscal year 2001. All awards which may be
earned by Plan participants during any particular plan year will be
determined based on the same objectives and performance factors. A
participant may earn more than his allocated target cash bonus or
target option bonus (or both) since amounts earned from payout
percentages exceeding 100% for any single performance objective may be
aggregated; provided, however, that no participant's cash bonus may
exceed such participant's base salary for fiscal year 2001. The
Committee also may adjust awards as appropriate for partial
achievement of goals, exemplary effort on the part of a participant,
outside mitigating circumstances and also make necessary and
appropriate adjustments in performance goals.
6. Timing of Awards. Unless the Committee determines otherwise, cash
bonus awards will be paid within 10 days after receipt by the
Committee of the Company's unaudited fiscal year-end 2001 results.
Except to the extent that the terms of the 1999 Plan (or other
applicable plan) provide otherwise, option bonuses will be granted as
soon as practicable after receipt by the Committee of the Company's
unaudited fiscal year-end 2001 results.
7. Option Bonus Adjustments. Option bonuses will be adjusted
proportionately in the event of any stock splits or similar
adjustments occurring after the adoption of the Plan and prior to the
end of fiscal year 2001 and may be subject to further adjustment in
the event of any stock splits or other capital adjustments which occur
after the end of the fiscal year, subject to the terms of the 1999
Plan or other applicable plan and the Committee's discretion
thereunder.
8. Amendment. The Plan and any award granted under the Plan may be
amended or terminated at any time by the Committee; provided, however,
that (i) amendment or termination of an outstanding award may not,
without the consent of the participant, adversely affect the rights of
the participant with respect to such award; and (ii) approval of an
amendment to the Plan by the shareholders of the Company shall be
required in the event shareholder approval of such amendment is
required by applicable law.