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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