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NONEMPLOYEE DIRECTORS’
STOCK OPTION PLAN
OF
RF MICRO DEVICES, INC.
THIS AGREEMENT
(the “Agreement”), made the XX day of
Month , Year , between RF MICRO DEVICES, INC.,
a North Carolina corporation (the “Corporation”), and
Director’s Name, a director of the Corporation
(the “Optionee”);
In furtherance of
the purposes of the Nonemployee Directors’ Stock Option Plan
of RF Micro Devices, Inc., as amended and restated effective
June 13, 2003 and as it may be further amended (the
“Plan”), the Corporation and the Optionee hereby agree
as follows:
1.
Incorporation of Plan . The rights and duties of the
Corporation and the Optionee 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 Optionee 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 an aggregate of # of
shares shares (the “shares”) of the common
stock (the “Common Stock”) of the Corporation, at a
purchase price (the “option price”) of
$Price per share. The Option shall be designated as a
Nonqualified Option. Except as otherwise provided in the Plan, the
Option will expire if not exercised in full before Expiration
date .
3.
Exercise of Option . Subject to the terms of the Plan, 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 Optionee in whole or in part at any time
prior to expiration of the Option, subject to the terms of 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 Optionee a certificate or
certificates for the shares purchased. Payment of the option price
may be made in the form: (i) cash; (ii) delivery of
shares of Common Stock owned by the Optionee at the time of
exercise ; (iii) shares of Common Stock withheld upon
exercise; (iv) delivery of written notice of exercise to the
Administrator 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 (v) a combination of the foregoing methods. Shares
of Common Stock delivered or withheld 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 Optionee 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 Optionee’s service at any time.
Except as otherwise expressly provided in the Plan, all rights of
the Optionee under the Plan with respect to t
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