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RF MICRO DEVICES, INC. 2006 DIRECTORS STOCK OPTION PLAN

Stock Option Agreement

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This Stock Option Agreement involves

RF MICRO DEVICES INC

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Title: RF MICRO DEVICES, INC. 2006 DIRECTORS STOCK OPTION PLAN
Governing Law: North Carolina     Date: 8/6/2009
Industry: Semiconductors     Sector: Technology

RF MICRO DEVICES, INC. 2006 DIRECTORS STOCK OPTION PLAN, Parties: rf micro devices inc
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EXHIBIT 10.3

RF MICRO DEVICES, INC.
2006 DIRECTORS STOCK OPTION PLAN

Stock Option Agreement
(Annual/Supplemental Option)

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 RF Micro Devices, Inc. Director Compensation Plan, as it may be amended, and the RF Micro Devices, Inc. 2006 Directors Stock Option Plan, as amended and restated effective May 7, 2009, and 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 Option Price shall be 100% of the Fair Market Value per share of the Common Stock on the date of grant.  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 expiration 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 the Option is exercisable but is not exercised, the 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 the 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 cash equivalent; (ii) by delivery (by either actual delivery or attestation) of shares of Common Stock owned by the Participant for such time period, if any, as may be determined by 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.  The total number of shares that may be acquired upon exercise of the Option shall be rounded down to the nearest whole share.

4.                   No Right of Continued Service .  Neither the Plan, the Option nor any other action related to the Plan shall confer upon the Participant any right to continue in the service of the Corporation as a Director or interfere in any way with the right of the Corporation to terminate the Participant's service at any time.

5.                   Nontransferability of Option .  The Option shall not be transferable (including by sale, assignment, pledge or hypothecation) other than by will or the laws of intestate succession, except as may be permitted by the Administrator in a manner consistent with the registration provisions of the Securities Act.  Except as may be permitted by the preceding sentence, this Option shall be exercisable during the Participant's lifetime only by the Participant or his guardian or legal representative.

6.                   Superseding Agreement; Binding Effect .  This Agreement supersedes any statements, representations or agreements of the Corporation with respect to the grant of the Option or any related rights, and the Participant hereby waives any rights or claims related to any such statements, representa


 
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