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.
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.
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 (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.
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/ Robert A. Bruggeworth
------------------------------------------
Robert A. Bruggeworth
President & Chief Executive Officer
Attest:
/s/ William Priddy
- ----------------------------------
William Priddy
Assistant Secretary & Chief Financial Officer
[SIGNATURE PAGE OF PARTICIPANT TO FOLLOW ON SCHEDULE A/GRANT LETTER]
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
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Options Granted:
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Option Price per Share: $
--------------------------
Expiration Date: , 20
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Vesting Schedule: 25% per year for 4 years
_____ on ___/___/20__
_____ on ___/___/20__
_____ on ___/___/20__
_____ on ___/___/20__
2. 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), (i) the Option
shall continue to vest according to the installment schedule stated in Section 1
above of this Schedule A as if the Participant had remained an employee of the
Company, and (ii) the Option shall remain exercisable (once vested in whole or
in part) for the full option period; PROVIDED, HOWEVER, that the Administrator
in its sole discretion may determine that all or any part of the Option shall
not continue to vest or shall not remain exercisable for the full option period
(or both), such determination to be based on such factors 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 shall be
subject to the vesting and post-termination exercise provisions of Section
6(d)(iii) of the Plan. The Administrator shall exercise its discretion not to
continue vesting of the Option and/or not to extend the post-termination
exercise period within ten (10) 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 __________
___, 2003, 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:
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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.