Exhibit 10.42
2003 STOCK INCENTIVE PLAN
OF RF MICRO DEVICES, INC.
Restricted Stock Award Agreement
(Performance-Based and Service-Based Award)
THIS AGREEMENT (together with
Schedule A, attached hereto, the “Agreement”),
made effective as of
, 2007 (the “Effective Date”) 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 entity (the
“Participant”);
R E C I
T A L S
:
WHEREAS, the Compensation Committee
(the “Committee”) of the Board of Directors has
approved the grant to the Participant of a contingent right to
receive a restricted stock award (as defined in Section 4,
below, the “Award”) for shares of the
Corporation’s common stock (the “Common Stock”)
issuable under the RF Micro Devices, Inc. 2003 Stock Incentive
Plan, as amended (the “Plan”), the grant of which Award
is subject to the attainment of certain performance objectives and
the vesting of which Award is subject to certain service
requirements, as further described in this Agreement;
NOW, THEREFORE, in furtherance of the
purposes of 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. Certain Defined Terms
. The following terms used in this Agreement shall have the
meanings set forth in this Section 2:
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(a) |
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The “Award Date” is the date on which the Award is
or may be granted to the Participant following the
Administrator’s determination regarding whether all or a
portion of the Performance Objectives have been attained and
completion of such other action as may be necessary to complete the
grant of the Award. |
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(b) |
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The “Effective Date” is the effective date of the
Agreement, as stated above. |
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(c) |
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The “Participant” is XXXXXX . |
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(d) |
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“Performance Objectives” are the specific
performance objectives identified by the Committee in the minutes
of the Committee’s meeting dated May 1, 2007. |
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(e) |
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The “Performance Period” is the period beginning
May 1, 2007 and ending at the close of the Corporation’s
current fiscal year on March 29, 2008. |
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(f) |
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The “Restriction Period” is the period beginning on
the Award Date and ending on such date or dates and occurrence of
such conditions as described in Section 3 of Schedule A
attached hereto. |
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(g) |
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The “Shares” shall be that number, if any, of
shares of Common Stock subject to the Award which are or may be
granted under this Agreement, as such number may be determined in
accordance with Section 1 of Schedule A. |
3. Award Opportunity;
Incorporation of the Terms of Schedule A of the
Agreement.
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(a) |
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The Corporation hereby grants to the Participant an opportunity
to be granted the Award for a certain number of shares of Common
Stock (as defined above, the “Shares”) based upon the
attainment of at least two and up to six of the Performance
Objectives during the Performance Period. The number, if any, of
shares of Common Stock subject to the Award shall be determined by
the Administrator based on the achievement by the Corporation of
the Performance Objectives. No Award of Shares is being granted at
this time, and no Award shall be granted unless and until the
Administrator, in its sole discretion and in accordance with the
terms of the Plan and this Agreement, determines whether and to
what extent the Award has been earned (including but not limited to
determining whether and to what extent the Performance Objectives
have been met), determines the number of Shares that shall be
subject to the Award and takes any other action it deems necessary
or advisable in order to complete the grant. |
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(b) |
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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. Grant of Restricted Stock
Award . Subject to the terms of this Agreement and the Plan,
the Corporation shall grant the Participant a restricted stock
award (the “Award”) for that number of Shares of Common
Stock as is determined in accordance with Schedule A if and
only if a minimum of two (and up to six) of the Performance
Objectives are met during the Performance Period, as further
described in Schedule A. The number of Shares, if any, subject
to the Award shall be determined by the Administrator in its sole
discretion in accordance with the Plan and this Agreement
(including Schedule A) following completion of the Performance
Period. The Award Date shall be May 1, 2008 or as soon as
practicable after the end of the Performance Period and the
Administrator’s determination of the extent, if any, to which
the Performance Objectives have been met and the Award has been
earned. The Corporation shall give notice to the Participant after
the Performance Period regarding whether the Award has been granted
and the number of Shares subject to the Award.
2
5. Dividends and Voting
Rights . 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 dividend rights, voting
rights or other rights as a shareholder unless and until (and then
only to the extent that) the Award has been earned and vested and
certificates for such Shares have been issued and delivered to him
or them.
6. Vesting of Award
.
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(a) |
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Subject to the terms of the Plan and the Agreement, the Shares
subject to the Award shall be deemed vested, and such Shares shall
be distributable as provided in Section 8 herein, upon such
date or dates, and subject to such conditions, as are described in
this Agreement, including Section 3 of 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. |
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(b) |
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The Administrator has sole authority to determine whether and
to what degree the Award has been earned and vested and to
interpret the terms and conditions of this Agreement and the
Plan. |
7. Effect of Termination of
Employment; Forfeiture of Award . Except as may be otherwise
provided in the Plan or the Agreement, in the event that the
employment of the Participant is terminated for any reason and the
Award has not been earned and vested pursuant to the terms of this
Agreement, then the Award, to the extent not earned and vested 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 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 earne
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