EXHIBIT 10.4

2003 STOCK INCENTIVE PLAN
OF RF MICRO DEVICES, INC.

Restricted Stock Unit Agreement
(Director Initial 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 the Plan and this Agreement (including but not limited to Schedule A), all rights o