2003 STOCK INCENTIVE PLAN
OF
RF MICRO DEVICES, INC.
Stock Option Agreement
(Nonemployee Directors)
THIS AGREEMENT (together with Schedule A, attached hereto, the
"Agreement"), effective as of the date specified as the "Grant
Date" on Schedule A attached hereto, between RF MICRO DEVICES,
INC., a North Carolina corporation (the "Corporation"), and the
individual identified on Schedule A attached hereto, a
director of the Corporation (the "Participant");
R E C I T A L
S :
In furtherance of the purposes of the 2003 Stock Incentive Plan of
RF Micro Devices, Inc., as it may be hereafter 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 in the Plan.
2. Grant of
Option; Term of Option . The Corporation hereby grants to
the Participant pursuant to the Plan, as a matter of separate
inducement and agreement in connection with his service to the
Corporation, and not in lieu of any salary or other compensation
for his services, the right and Option (the "Option") to purchase
all or any part of such aggregate number of shares (the "shares")
of common stock of the Corporation (the "Common Stock") at a
purchase price (the "option price") as specified on
Schedule A, attached hereto, and subject to such other terms
and conditions as may be stated herein or in the Plan or on
Schedule A. 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. The Option shall be designated
as a Nonqualified Option. Except as otherwise provided
in the Plan or this Agreement, this Option will expire if not
exercised in full by the date specified on Schedule A.
3. Exercise of
Option . Subject to the terms of the Plan and this
Agreement, the Option shall become exercisable on the date or dates
set forth on Schedule A attached hereto. To the extent
that an Option which is exercisable is not exercised, such Option
shall accumulate and be exercisable by the Participant in whole or
in part at any time prior to expiration of the Option, subject to
the terms of the Plan and this Agreement. The Participant
expressly acknowledges that the Option may vest and be exercisable
only upon such terms and conditions as are provided in this
Agreement and the Plan . Upon the exercise of an Option
in whole or in part and payment of the option price in accordance
with the provisions of the Plan and this Agreement, the Corporation
shall as soon thereafter as practicable deliver to the Participant
a certificate or certificates for the shares purchased.
Payment of the option price may be made in the form: (i) of cash or
check; (ii) by delivery (by either actual delivery or
attestation) of shares of Common Stock owned by the Participant at
the time of exercise for a period of at least one year and
otherwise acceptable to the Administrator; (iii) to the extent
permitted by the Administrator and in accordance with applicable
law, by delivery of written notice of exercise to the Corporation
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
(iv) by a combination of the foregoing methods. Shares
delivered in payment of the option price shall be valued at their
fair market value on the date of exercise, as determined by the
Administrator by applying the provisions of the Plan.
4. 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 corporation or
interfere with the right of the Corporation or a related
corporation to terminate the Participant's service at any
time. Except as otherwise expressly provided in the Plan and
this Agreement, all rights of the Participant under the Plan with
respect to the unexercised portion of his Option shall terminate
upon termination of the service of the Participant with the
Corporation or a related corporation.
5.
Nontransferability of Option . The Option shall not be
transferable other than by will or the laws of intesta
