2003 STOCK INCENTIVE PLAN
OF RF MICRO DEVICES, INC.
RESTRICTED STOCK AWARD AGREEMENT
(SERVICE-BASED AWARD FOR SENIOR OFFICERS)
THIS AGREEMENT (together with Schedule A, attached hereto, the
"Agreement"), made effective as of the "Grant Date" as defined in Section 2,
below between RF MICRO DEVICES, INC., a North Carolina corporation (the
"Corporation"), and XXXXXX, an employee of, or individual in service to, 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 with the Plan.
2. TERMS OF AWARD. The following terms used in this Agreement shall have
the meanings set forth in this Section 2:
(a) The "Participant" is XXXXXX.
(b) The "Grant Date" is XXXXX.
(c) The "Restriction Period" is the period beginning on the Grant Date and
ending on such date or dates and occurrence of such conditions as
described in Schedule A, which is attached hereto and expressly made a
part of this Agreement.
(d) The number of shares of Restricted Stock subject to the restricted
award granted under this Agreement shall be XXXX shares (the
"Shares").
3. GRANT OF RESTRICTED AWARD. Subject to the terms of this Agreement and
the Plan, the Corporation hereby grants the Participant an award (the "Award")
for that number of Shares of Restricted Stock as is set forth in Section 2. 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.
4. DIVIDENDS AND VOTING RIGHTS. The Participant shall have no dividend
rights or voting rights or other rights as a shareholder with respect to the
Shares unless and until the Award has been earned and vested.
5. VESTING AND EARNING OF AWARD.
(a) Subject to the terms of the Plan and the Agreement, the Award shall be
deemed vested and earned, and the Shares subject to the Award shall be
distributable as provided in Section 7 herein, upon such date or
dates, and subject to such conditions, as are described on Schedule A.
Without limiting the effect of the foregoing, the Shares subject to
the Award may vest in installments over a period of time, if so
provided in Schedule A. THE PARTICIPANT EXPRESSLY ACKNOWLEDGES THAT
THE AWARD SHALL VEST 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.
(b) The Administrator has sole authority to determine whether and to what
degree the Award has vested and been earned and is payable and to
interpret the terms and conditions of this Agreement and the Plan.
6. FORFEITURE OF AWARD. Except as may be otherwise provided in the Plan or
the Agreement, in the event that the employment or service of the Participant is
terminated for any reason and the Participant has not yet earned all or part of
the Award pursuant to Section 5 and Schedule A herein, then the Award, to the
extent not earned as of the Participant's termination date, shall be forfeited
immediately upon such termination, and the Participant shall have no further
rights with respect to the Award or the Shares underlying that portion of the
Award that has not yet been earned and vested. The Participant expressly
acknowledges and agrees that the termination of his employment or service shall
(except as may otherwise be provided in the Agreement) result in forfeiture of
the Award and the Shares to the extent the Award has not been earned and vested
as of the date of his termination of service or employment.
7. SETTLEMENT OF AWARD. The Administrator shall determine whether the
Award, if earned in accordance with Section 5 herein, shall be payable in cash
or whole shares of Common Stock, or partly in cash and partly in whole shares of
Common Stock. In the event that the Award is payable in shares of Common Stock,
a certificate or certificates for the Shares (or portion thereof) which have
been earned shall be issued in the name of the Participant (or his beneficiary)
as soon as practicable after the Administrator determines that all or a portion
of the Shares subject to the Award have been earned.
8. NO RIGHT OF CONTINUED EMPLOYMENT OR SERVICE. 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 to
interfere in any way 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 unvested portion of his Award shall terminate upon the
termination of employment or service of the Participant with the Corporation or
a related corporation.
9. NONTRANSFERABILITY OF AWARD AND SHARES. The Award shall not be
transferable (including by sale, assignment, pledge or hypothecation) other than
by will or the laws of intestate succession. The designation of a beneficiary
does not constitute a transfer. The Participant shall not sell, transfer,
assign, pledge or otherwise encumber the Shares subject to the Award until all
conditions to vesting have been met.
10. WITHHOLDING. The Participant acknowledges that the Corporation shall
require the Participant to pay the Corporation the amount of any federal, state,
local, foreign 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 Award, 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. SUPERSEDING AGREEMENT; BINDING EFFECT. This Agreement supersedes any
statements, representations or agreements of the Corporation with respect to the
grant of the Award 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, next-of-kin,
successors and assigns.
13. 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.
14. 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.
15. NO RIGHTS AS SHAREHOLDER. The Participant or his legal representatives,
legatees or distributees shall not be deemed to be the holder of any shares
subject to the Award 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.
16. 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.
17. 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.
18. RESTRICTIONS ON AWARD AND SHARES. The Corporation may impose such
restrictions on the Award and any Shares issued pursuant to the Award 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 Award in such form
as may be prescribed from time to time by applicable laws and regulations or as
may be advised by legal counsel.
19. 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 stated in
Section 2, herein.
RF MICRO DEVICES, INC.
By: /s/ Robert A. Bruggeworth
-------------------------------------------
Robert A. Bruggeworth
President and Chief Executive Officer
Attest:
/s/ William Priddy
- ----------------------------------
William Priddy
Assistant Secretary
[SIGNATURE PAGE OF PARTICIPANT TO FOLLOW ON SCHEDULE A/GRANT LETTER]
2003 STOCK INCENTIVE PLAN OF RF MICRO DEVICES, INC.
RESTRICTED STOCK AWARD AGREEMENT
(SERVICE-BASED AWARD FOR 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 a
Restricted Stock Award for ________ shares (the "Award") of our Common Stock as
outlined below.
Granted To:
---------------------------
Grant Date: , 20
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Shares Subject to Award:
---------------------------
Vesting Schedule: RESTRICTED
_____ on ___/___/20__
_____ on ___/___/20__
_____ on ___/___/20__
_____ on ___/___/20__
2. In the event of the Participant's termination of employment or
service other than for cause (as defined in Section 6(d)(iii)(E) of the Plan),
the Award 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, or service provider to, the Company; PROVIDED, HOWEVER, that the
Administrator in its sole discretion may determine that all or any part of the
Award shall not continue to vest, 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 the event
that the Administrator determines that vesting of all or a portion of the Award
shall not continue following termination of employment or service, then all or
any part of the Award which has not vested or been earned at the time of
termination shall (unless the Administrator determines otherwise) be forfeited
immediately upon such termination of employment or service, and the Participant
shall have no further rights with respect to the unvested portion of the Award
or the shares of Common Stock related thereto. The Administrator shall exercise
its discretion not to continue vesting of the Award within ten (10) days
following the date of termination of the Participant's employment or service.
By my signature below, I, the Participant, hereby acknowledge receipt
of this Grant Letter and the Restricted Stock Award 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 AWARD 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.