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EXHIBIT 10.6
RF MICRO DEVICES, INC.
Stock Option Agreement
THIS STOCK OPTION AGREEMENT (the "Agreement"), made as of the 27th day
of October 1998, between RF MICRO DEVICES, INC., a North Carolina corporation
(the "Corporation"), and Walter H. Wilkinson, Jr. (the "Director");
R E C I T A L :
To compensate the Director for his service on the Board of Directors
and to promote a closer identification of his interests with those of the
Corporation, the Corporation and the Director hereby agree as follows:
1. The Corporation hereby grants to the Director as a matter of
separate inducement and agreement in connection with his services to the
Corporation, the right and option (the "Option") to purchase all or any part of
an aggregate of five thousand (5,000) shares of the Common Stock of the
Corporation (the "shares"), at the purchase price of $20.875 per share. The
Option is designated as a nonqualified stock option and, as such, is not
intended to qualify for treatment as an incentive stock option under Section 422
of the Internal Revenue Code of 1986, as amended. The Option will expire if not
exercised in full on or before the 26th day of October, 2008.
2. The Option shall become exercisable on the dates set forth on
Schedule A hereto. To the extent that the Option is exercisable but not
exercised, such Option shall accumulate and be exercisable by the Director in
whole or in part at any time prior to expiration of the Option. An Option shall
be exercised by giving written notice to the Secretary of the Corporation or his
designee. Such notice shall specify the number of shares to be purchased
pursuant to the Option and the aggregate purchase price to be paid therefor, and
shall be accompanied by the payment of such purchase price. Such payment shall
be in the form of (i) cash; (ii) shares of Common Stock owned by the Director at
the time of exercise; (iii) shares of Common Stock withheld upon exercise; (iv)
delivery of written notice of exercise to the Secretary 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 such methods. Shares of Common Stock tendered or
withheld in payment upon the exercise of an Option shall be valued at their fair
market value on the date of exercise, as determined by the Corporation. Upon the
exercise of an Option in whole or in part and payment of the purchase price to
the Corporation in accordance with the foregoing, the Corporation shall as soon
thereafter as practicable deliver to the Director a certificate or certificates
for the shares purchased.
3. Nothing contained in this Agreement shall require the Corporation or
a related corporation to continue the services of the Director as a director for
any particular period of time, nor shall it require the Director to remain in
service to the Corporation or a related corporation as a director for any
particular period of time. Except as otherwise expressly provided below, all
rights
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of the Director under this Agreement with respect to the unexercised portion of
his Option shall terminate immediately upon termination of the services of the
Director with the Corporation as a director. Notwithstanding the foregoing, (i)
if the Director dies while serving as a director, any portion of his Option
which was exercisable immediately before his death may be exercised at any time
within 180 days of the date of death by such person or persons as shall have
acquired the right to exercise the Option by will or the laws of intestate
succession; and (ii) if the Director's service on the Board terminates for any
reason other than death, that portion of his Option which was exercisable
immediately before such termination may be exercised at any time within 30 days
following the date of such termination, and after such 30-day period such Option
shall terminate.
4. This Option shall not be transferable (including by pledge or
hypothecation) other than by will or the laws of intestate succession. To the
extent required by Rule 16b-3, shares of Common Stock acquired upon exercise of
an Option shall not, without the consent of the Corporation, be disposed of by
the Director until the expiration of six months after the date the Option was
granted. This Option shall be exercisable during the Director's lifetime only by
the Director or by his guardian or legal representative.
5. 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.
6. The Corporation may impose such restrictions on any shares issued
pursuant to the exercise of the Option granted hereunder as it may deem
advisable, including without limitation restrictions under the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the requirements of any applicable self-regulatory organization and
any blue sky or securities laws applicable to such shares. Notwithstanding any
other provision herein to the contrary, the Corporation shall not be obligated
to issue, deliver or transfer shares of Common Stock under this Agreement or to
take any other action unless such action is in compliance with applicable laws,
rules and regulations (including but not limited to the requirements of the
federal securities laws). The Corporation may cause a restrictive legend to be
placed on any certificate issued pursuant to the exercise of an Option granted
hereunder in such form as may be prescribed from time to time by applicable laws
and regulations or as may be advised by legal counsel to the Corporation.
It is the general intent of the Corporation that this
Agreement and transactions under this Agreement shall comply in all respects
with Rule 16b-3 under the Exchange Act, and, if any provision herein is later
found not to be in compliance with Section 16 of the Exchange Act the provision
shall be deemed null and void, and in all events this Agreement shall be
construed in favor of transactions hereunder meeting the requirements of Rule
16b-3 or successor rules applicable to this Agreement.
7. Notwithstanding any other provision of this Agreement to the
contrary, in the event of a Change of Control (as defined below), the Option
outstanding as of the date of such Change of Control shall become fully
exercisable, whether or not then otherwise exercisable. Notwithstanding
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the foregoing, in the event of a merger, share exchange, reorganization or other
business combination affecting the Corporation or a related corporation, the
Board of Directors of the Corporation may, in its sole and absolute discretion,
determine that any or all of the Option shall not become exercisable on an
accelerated basis, if the board of directors of the surviving or acquiring
corporation, as the case may be, shall have taken such action, including but not
limited to the assumption of the Option or the grant of substitute awards (in
either case, with substantially similar terms as the Option), as in the opinion
of the Board of Directors is equitable or appropriate to protect the rights and
interests of the Director under this Agreement.
For the purposes of this Agreement, a "Change of Control"
shall be deemed to have occurred on the earliest of the following dates:
(i) The date any entity or person that is not a
shareholder on the date of this Agreement shall have become
the beneficial owner of, or shall have obtained voting control
over, fifty-one percent (51%) or more of the outstanding
Common Stock of the Corporation;
(ii) The date the shareholders of the Corporation
approve a definitive agreement (A) to merge or consolidate the
Corporation with or into another corporation, in which the
Corporation is not the continuing or surviving corporation or
pursuant to which any shares of Common Stock of the
Corporation would be converted into cash, securities or other
property of another corporation, other than a merger or
consolidation of the Corporation in which holders of Common
Stock immediately prior to the merger or consolidation have
the same proportionate ownership of Common Stock of the
surviving corporation immediately after the merger as
immediately before, or (B) to sell or otherwise dispose of all
or substantially all the assets of the Corporation; or
(iii) The date there shall have been a change in a
majority of the Board of Directors of the Corporation within a
12-month period unless the nomination for election by the
Corporation's shareholders of each new director was approved
by the vote of two-thirds of the directors then still in
office who were in office at the beginning of the 12-month
period.
For purposes herein, the term "person" shall mean any
individual, corporation, partnership, group, association or
other person, as such term is defined in Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act, other than the
Corporation, a subsidiary of the Corporation or any employee
benefit plan(s) sponsored or maintained by the Corporation or
any subsidiary thereof, and the term "beneficial owner" shall
have the meaning given the term in Rule 13d-3 under the
Exchange Act.
8. This Agreement shall be governed by and construed in accordance with
the laws of the State of North Carolina.
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IN WITNESS WHEREOF, this Agreement has been executed in behalf of the
Corporation and by the Director on the day and year first above written.
RF MICRO DEVICES, INC.
By:
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David A. Norbury
President and Chief Executive Officer
Attest:
- - -----------------------------
Secretary
[Corporate Seal]
DIRECTOR
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Walter H. Wilkinson, Jr.
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RF MICRO DEVICES, INC.
STOCK OPTION AGREEMENT
SCHEDULE A
Name of Optionee: Walter H. Wilkinson, Jr.
Date Option granted: October 27, 1998.
Date Option expires: October 26, 2008.
Number of shares subject to Option: 5,000 shares.
Option price (per share): $20.875.
Date Installment Number of Shares
First Exercisable in Installment
----------------- -----------------
October 27, 1999 1,666
October 27, 2000 1,667
October 27, 2001 1,667
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RF MICRO DEVICES, INC.
AMENDMENT TO STOCK OPTION AGREEMENT
THIS AMENDMENT TO STOCK OPTION AGREEMENT (the "Amendment"), effective
the 3rd day of January, 2000, between RF MICRO DEVICES, INC., a North Carolina
corporation (the "Corporation"), and WALTER H. WILKINSON, JR. (the "Optionee");
R E C I T A L S :
WHEREAS, the Optionee has been granted an option (the "Option") to
purchase shares of the Corporation's common stock (the "Common Stock") pursuant
to a certain Stock Option Agreement dated as of October 27, 1998 between the
Optionee and the Corporation (the "Option Agreement"), a copy of which is
attached hereto as Exhibit A; and
WHEREAS, the Corporation and the Optionee have agreed to amend the
Option Agreement as provided herein.
NOW, THEREFORE, in furtherance of the purposes of the Option Agreement
and such other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Corporation and the Optionee hereby agree as
follows:
1. Section 7 of the Option Agreement is hereby amended by amending the
second paragraph of Section 7 to delete current subparagraph (i) and insert the
following in lieu thereof:
"(i) The date any entity or person shall have become the
beneficial owner of, or shall have obtained voting control over,
fifty-one percent (51%) or more of the outstanding Common Stock of the
Corporation;"
2. By entering into this Amendment, the Optionee and the Corporation
hereby expressly agree that, except for those changes to the Option Agreement
set forth in this Amendment, the Option Agreement shall continue in full force
and effect.
3. This Amendment and the Option Agreement may be further modified,
amended or terminated only by the written consent of the parties hereto.
4. This Amendment 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.
5. This Amendment shall be construed and enforced according to the laws
of the State of North Carolina.
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IN WITNESS WHEREOF, this Amendment has been executed in behalf of the
Corporation and by the Optionee on the day and year first above written.
RF MICRO DEVICES, INC.
By:
----------------------------------
Name: ________________________________
Title: _______________________________
Attest:
- - ---------------------------------
Secretary
[Corporate Seal]
OPTIONEE
(SEAL)
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Walter H. Wilkinson, Jr.
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EXHIBIT A
RF MICRO DEVICES, INC.
STOCK OPTION AGREEMENT