EXHIBIT
10.8
2009
DECLARATION OF AMENDMENT TO the
nonemployee directors' stock option plan
THIS 2009 DECLARATION OF AMENDMENT
(the "Declaration of Amendment"), is made effective as of the 30
th day of July, 2009, by RF MICRO DEVICES, INC. (the
"Corporation"), to the Nonemployee Directors' Stock Option Plan of
RF Micro Devices, Inc., as Amended and Restated Through June 13,
2003 (the "Plan").
R E C I T A L
S:
WHEREAS, the Board of Directors of
the Corporation has deemed it advisable to amend Section 8 of the
Plan to expressly authorize the Administrator to modify and/or
extend the period during which an Option may be vested and/or
exercised; and
WHEREAS, the Board desires to
evidence such amendment by this Declaration of
Amendment.
NOW, THEREFORE, IT IS DECLARED that,
effective as of July 30, 2009, the Plan shall be and hereby is
amended as follows:
1.
Amendment to Section 8 (Option Period and Limitations on the
Right to Exercise Options") . Section 8(b) of the Plan is
hereby amended by deleting current Sections 8(b)(i) and Section
8(b)(ii) and inserting in lieu thereof new Section 8(b)(i), Section
8(b)(ii) and Section 8(b)(iii) (with the remainder of Section 8
being unchanged):
