EXHIBIT
10.5
2003
STOCK INCENTIVE PLAN
OF RF MICRO DEVICES, INC.
Restricted
Stock Unit Agreement
(Director Annual/Supplemental RSU)
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 , a Director of the Corporation (the
"Participant");
R E C I T A L
S:
In furtherance of the purposes of
the RF Micro Devices, Inc. Director Compensation Plan, as it may be
amended, and the 2003 Stock Incentive Plan of RF Micro Devices,
Inc., as amended to date and as it may be further 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 Common Stock subject to the Restricted
Stock Unit (or "RSU") granted under this Agreement shall be
XXXX
shares
(the "Shares").
3.
Grant of Restricted Stock Unit Award . Subject to the
terms of this Agreement and the Plan, the Corporation hereby grants
the Participant an award of Restricted Stock Units (the "Award")
for that number of Shares of Common 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 or his
legal representatives, legatees or distributes 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 vested and certificates for such Shares have been issued
and delivered to him or them (or, in the case of uncertificated
shares, other written evidence of ownership in accordance with
applicable laws shall have been provided).
5.
Vesting and Earning of Award .
(a)
Subject to the terms of the Plan and the Agreement (including but
not limited to Section 10(a)), 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 this Agreement (including but not
limited to 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.
Effect of Termination of Service; Forfeiture of Award
. Except as may be otherwise provided in the Plan or the
Agreement, in the event of the termination of service of the
Participant for any reason (whether by the Corporation or the
Participant, and whether voluntary or involuntary) and all or part
of the Award has not vested pursuant to the terms of this
Agreement, then the Award, to the extent not 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 service shall (except as may otherwise be provided in the
Agreement or the Plan) 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.
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 (or,
in the case of uncertificated shares, other written evidence of
ownership in accordance with applicable laws) which have been
earned shall be issued in the name of the Participant (or his
beneficiary) as soon as practicable after, and only to the extent
that, the Award (or portion thereof) has vested (subject to the
terms of Section 10(a) herein).
8.
No Right of Continued Service . Nothing contained in
this Agreement or the Plan shall confer upon the Participant any
right to continue in the service of the Corporation or a related
entity or to interfere in any way with the right of the Corporation
or a related entity to terminate the Participant's service at any
time. Except as otherwise expressly provided in
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