EXHIBIT
10.2
RF MICRO
DEVICES, INC.
DIRECTOR COMPENSATION PLAN*
Equity Award Election
Form
This Equity Award Election Form (the
"Election") is provided to you as a non-employee member of the
Board of Directors (the "Board") of RF Micro Devices, Inc. (the
"Company") and a participant in the RF Micro Devices, Inc. Director
Compensation Plan (the "Plan"). As a participant in the Plan,
you are entitled to (i) the grant of one or more nonqualified stock
options ("Options") pursuant to the terms of the Plan and the RF
Micro Devices, Inc. 2006 Directors Stock Option Plan, as amended
and restated effective May 7, 2009 (the "2006 Plan"), and/or (ii)
the grant of one or more restricted stock units ("RSUs") under the
Plan and the 2003 Stock Incentive Plan of RF Micro Devices, as
amended (the "2003 Plan") (or other applicable stock plan).
Options and RSUs are referred to herein collectively as "Equity
Awards."
As a participant in the Plan, you
have the right to make an election regarding whether you prefer to
receive any such Equity Awards granted during the fiscal year
beginning March 29, 2009 and ending on April 3, 2010 (the "Plan
Year") to be in the form of (i) 100% Options, (ii) 100% RSUs or
(iii) 50% of the value * of such Equity Awards in the
form of Options and 50% of the value * of such Equity
Awards in the form of R
