EXHIBIT 10.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RF MICRO DEVICES, INC.
2006 DIRECTORS STOCK OPTION PLAN

(As Amended and Restated Effective May 7, 2009)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RF MICRO DEVICES, INC.

2006 DIRECTORS STOCK OPTION PLAN

(As Amended and Restated Effective May 7, 2009)

1.                  Definitions.

In addition to other terms defined herein, the following terms shall have the meanings given below:

(a)                Administrator means the Board, and, upon its delegation of all or part of its authority to administer the Plan to the Committee, the Committee.

(b)               Affiliate means any Parent or Subsidiary of the Corporation, and also includes any other business entity which is controlled by, under common control with or controls the Corporation; provided, however, that the term "Affiliate" shall be construed in a manner in accordance with the registration provisions of applicable federal securities laws and as permitted under Code Section 409A.

(c)                Annual Option means an Option which may be granted on an annual basis to a Nonemployee Director of the Corporation as provided in Section 7.

(d)               Annual RSU means an RSU which may be granted to a Nonemployee Director on an annual basis under the terms of the Director Compensation Plan and 2003 Plan (or other applicable stock plan).

(e)                Board or Board of Directors means the Board of Directors of the Corporation.

(f)                 Cause shall mean a Participant's termination of service as a Director resulting from the Participant's termination for "Cause" due to the Participant's (i) dishonesty, (ii) refusal to perform his duties for the Corporation, (iii) engaging in conduct that could be materially damaging to the Corporation without a reasonable good faith belief that such conduct was in the best interest of the Corporation, or (iv) termination for any other reason which the Administrator in its sole discretion determines constitutes a termination for "Cause."

(g)               Change of Control :

(i)                 General:  Except as may be otherwise provided in an individual Option Agreement or as may be otherwise required in order to comply with Code Section 409A, a Change of Control shall be deemed to have occurred on the earliest of the following dates:

(A)              The date any entity or person shall have become the beneficial owner of, or shall obtained voting control over, fifty-one (51%) or more of the outstanding Common Stock of the Corporation.

 

 

 

 

 

 

(B)              The date the shareholders of the Corporation approve a definitive agreement (X) to merge or consolidate the Corporation with or into another corporation or other business entity (each, a "corporation"), in which the Corporation is not the continuing or surviving corporation or pursuant to which any shares of Common Stock of the Corporation would be converted into cash, securities or other property of another corporation, other than a merger or consolidation of the Corporation in which holders of Common Stock immediately prior to the merger or consolidation have the same proportionate ownership of Common Stock of the surviving corporation immediately after the merger as immediately before, or (Y) to sell or otherwise dispose of all or substantially all the assets of the Corporation; or

(C)              The date there shall have been a change in a majority of the Board of Directors of the Corporation within a 12-month period unless the nomination for election by the Corporation's shareholders of each new Director was approved by the vote of two-thirds of the Directors then still in office who were in office at the beginning of the 12-month period.

(For purposes herein, the term " person " shall mean any individual, corporation, partnership, group, association or other person, as such term is defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, other than the Corporation, a subsidiary of the Corporation or any employee benefit plan(s) sponsored or maintained by the Corporation or any subsidiary thereof, and the term " beneficial owner " shall have the meaning given the term in Rule 13d-3 under the Exchange Act.)

(ii)               Definition Applicable to Options subject to Code Section 409A: Notwithstanding the preceding provisions of Section 1(g)(i), in the event that any Options granted under the Plan are deemed to be deferred compensation subject to the provisions of Code Section 409A, then distributions related to such Options pursuant to a change of control may be permitted, in the Administrator's discretion, upon the occurrence of one or more of the following events (as they are defined and interpreted under Code Section 409A): (A) a change in the ownership of the Corporation, (B) a change in effective control of the Corporation, or (C) a change in the ownership of a substantial portion of the assets of the Corporation.

(h)               Code means the Internal Revenue Code of 1986, as amended.  Any reference herein to a specific Code section shall be deemed to include all related regulations or other guidance with respect to such Code section.

(i)                 Committee means the Compensation Committee of the Board which may be appointed to administer the Plan.

(j)                 Common Stock means the common stock of RF Micro Devices, Inc., no par value.

(k)               Corporation means RF Micro Devices, Inc., a North Carolina corporation, together with any successor thereto.

(l)                 Director means a member of the Board.

(m)             Director Compensation Plan means the RF Micro Devices, Inc. Director Compensation Plan, as it may be amended and/or restated from time to time.        

(n)               Effective Date means the effective date of the Plan, as provided in Section 4.

 

 

 

 

 

 

(o)               Employee means any person who is an employee of the Corporation or any Affiliate (including entities which become Affiliates after the Effective Date of the Plan).  For this purpose, an individual shall be considered to be an Employee only if there exists between the individual and the Corporation or an Affiliate the legal and bona fide relationship of employer and employee.

(p)               Exchange Act means the Securities Exchange Act of 1934, as amended.

(q)               Fair Market Value per share of the Common Stock shall be established in good faith by the Administrator and, unless otherwise determined by the Administrator, the Fair Market Value shall be determined in accordance with the following provisions: (A) if the shares of Common Stock are listed for trading on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Stock Market, LLC ("NASDAQ Stock Market"), the Fair Market Value shall be the closing sales price per share of the shares on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Stock Market (as applicable) on the date immediately preceding the date an Option is granted or other determination is made (such date of determination being referred to herein as a " valuation date "), or, if there is no transaction on such date, then on the trading date nearest preceding the valuation date for which closing price information is available, and, provided further, if the shares are not listed for trading on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Stock Market, the Fair Market Value shall be the average between the highest bid and lowest asked prices for such stock on the date immediately or nearest preceding the valuation date as reported on the OTC Bulletin Board service, Pink OTC Markets (commonly known as the "pink sheets") or by a comparable inter-dealer quotation service; or (B) if the shares of Common Stock are not listed or reported in any of the foregoing, then the Fair Market Value shall be determined by the Administrator based on such valuation measures or other factors as it deems appropriate.  Notwithstanding the foregoing, the Fair Market Value shall be determined in accordance with Code Section 409A if and  to the extent required.

(r)                 Initial Option means an Option which may be granted to a Nonemployee Director upon initial election or appointment to the Board, as provided in Section 7.

(s)                Initial RSU means an RSU which may be granted to a Nonemployee Director upon initial election or appointment to the Board, as provided under the Director Compensation Plan and the 2003 Plan (or other applicable stock plan).

(t)                 Nonemployee Director means a Director of the Board who is not an Employee of the Corporation or an Affiliate and who is eligible to receive an Option pursuant to Section 6.

(u)               Nonqualified Option means an Option granted under Section 7 that is not intended to qualify as an incentive stock option under Code Section 422.

(v)               Option means a stock option granted to a Nonemployee Director under Section 7 that entitles the holder to purchase from the Corporation a stated number of shares of Common Stock, subject to the terms of the Plan and applicable Option Agreement.  An Option may be in the form of an Annual Option, an Initial Option or a Supplemental Option, as provided in Section 7.

(w)              Option Agreement means an agreement (which may be in written or electronic form, in the Administrator's discretion, and which includes any amendment or supplement thereto) between the Corporation and a Participant specifying the terms, conditions and restrictions of an Option granted to the Participant.  An Option Agreement may also state such other terms, conditions and restrictions, including but not limited to terms, conditions and restrictions applicable to shares or any other benefit underlying an Option, as may be established by the Administrator.

(x)               Option Period means the term of an Option, as provided in Section 7(f).

 

 

 

 

 

 

(y)               Option Price means the price at which an Option may be exercised, as provided in Section 7(e).

(z)                Parent means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code.

(aa)            Participant means a Nonemployee Director who has been granted an Option under the Plan.

(bb)           Plan means 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 and/or restated.

(cc)            Prior Plan means the Nonemployee Directors' Stock Option Plan of RF Micro Devices, Inc., as amended and restated.

(dd)           RSU means a restricted stock unit which may be granted to a Nonemployee Director in accordance with the terms of the Director Compensation Plan and the 2003 Plan (or other applicable stock incentive plan).  Such RSUs may be Initial RSUs, Annual RSUs and/or Supplemental RSUs.  RSUs shall not be granted under this Plan.

(ee)            Securities Act means the Securities Act of 1933, as amended.

(ff)              Subsidiary means a "subsidiary corporation," whether now or hereafter existing, as defined in Section 424(f) of the Code.

(gg)           Supplemental Option means a supplemental Option which may be granted to a Nonemployee Director pursuant to Section 7(d) herein.

(hh)           Supplemental RSU means a supplemental RSU which may be granted to a Nonemployee Director under the terms of the Director Compensation Plan and the 2003 Plan (or other applicable stock plan).

(ii)               Termination Date means the date of termination of a Participant's service on the Board for any reason, as determined by the Administrator in its discretion.

(jj)               2003 Plan means the 2003 Stock Incentive Plan of RF Micro Devices, as amended June 1, 2006, and as it may be further amended and/or restated.

2.                  Purpose.

 

 

 

 

 

 

The purposes of the Plan are to compensate Nonemployee Directors for their service on the Board and encourage and enable such Directors to acquire or to increase their holdings of Common Stock in order to promote a closer identification of their interests with those of the Corporation and its shareholders, thereby further stimulating their efforts to enhance the efficiency, soundness, profitability, growth and shareholder value of the Corporation.  The Plan is also intended to further the efforts of the Corporation to attract and retain qualified Nonemployee Directors.  These purposes will be carried out through the granting of Options to Nonemployee Directors.  Such Options include (i) Initial Options granted to Nonemployee Directors upon their initial election or appointment to the Board (as defined above, "Initial Options"); (ii) Options granted to Nonemployee Directors on an annual basis (as defined above, "Annual Options"); and (iii) Options which may be granted to Nonemployee Directors on a supplemental basis (as defined above, "Supplemental Options").

3.                  Administration of the Plan.

(a)                The Plan shall be administered by the Committee unless the Board elects to assume administration of the Plan in whole or in part. Unless the Board determines otherwise, the Committee shall be comprised solely of two or more "non-employee directors," as such term is defined in Rule 16b-3 under the Exchange Act, or as may otherwise be permitted under Rule 16b-3.  For the purposes of the Plan, the term "Administrator" shall refer to the Board and, upon its delegation to the Committee of all or part of its authority to administer the Plan, to the Committee.

(b)               Subject to the provisions of the Plan, the Administrator shall have full and final authority in its discretion to take any action with respect to the Plan including, without limitation, the authority (i) to determine all matters relating to Options, (ii) to prescribe the form or forms of Option Agreements evidencing any Options granted under the Plan; (iii) to establish, amend and rescind rules and regulations for the administration of the Plan; and (iv) to construe and interpret the Plan, Options and Option Agreements made under the Plan, to interpret rules and regulations for administering the Plan and to make all other determinations deemed necessary or advisable for administering the Plan.  Except to the extent otherwise required under Code Section 409A, (i) the Administrator shall have the authority to accelerate the date that any Option which was not otherwise exercisable, vested or earned shall become exercisable, vested or earned in whole or in part without any obligation to accelerate such date with respect to any other Option granted to any recipient; and (ii) the Administrator also may modify or extend the terms and conditions for exercise or vesting of an Option. In addition to action by meeting in accordance with applicable laws, any action of the Administrator with respect to the Plan may be taken by a written instrument signed by all of the members of the Board or Committee, as appropriate, and any such action so taken by written consent shall be as fully effective as if it had been taken by a majority of the members at a meeting duly held and called.  No member of the Board or Committee, as applicable, shall be liable while acting as Administrator for any action or determination made in good faith with respect to the Plan, an Option or an Option Agreement.  The members of the Board and the Committee, as applicable, shall be entitled to indemnification and reimbursement in the manner provided in the Corporation's articles of incorporation and bylaws and/or under applicable law.

4.                  Effective Date; Plan Term

The Effective Date of the Plan shall be July 31, 2006.  The Plan was amended and restated effective May 7, 2009.  Options may be granted under the Plan on and after the Effective Date, but not after July 30, 2016.  Options that are outstanding at the end of the Plan term (or such earlier termination date as may be established by the Board pursuant to Section 9(a)) shall continue in accordance with their terms, unless otherwise provided in the Plan or an Option Agreement.

5.                  Shares of Stock Subject to the Plan; Option Limitations

 

 

 

 

 

 

(a)                Shares of Stock Subject to the Plan :  Subject to adjustments as provided in Section 5(c), the aggregate number of shares of Common Stock that may be issued pursuant to Options granted under the Plan shall not exceed the sum of (i) 1,000,000 shares, plus (ii) any shares of Common Stock remaining available for issuance under the Prior Plan as of the Effective Date of the Plan, plus (iii) any shares subject to an option granted under the Prior Plan, which option at any time is forfeited, cancelled, terminated, expires or lapses for any reason without the issuance of shares pursuant to the option.  Shares delivered under the Plan shall be authorized but unissued shares or shares purchased on the open market or by private purchase.  The Corporation hereby reserves sufficient authorized shares of Common Stock to meet the grant of Options hereunder.

(b)               Shares Not Subject to Limitations : The following will not be applied to the share limitations of Section 5(a) above:  (i) dividends, including dividends paid in shares, or dividend equivalents paid in cash in connection with outstanding Options; (ii) any shares subject to an Option under the Plan which Option is forfeited, cancelled, terminated, expires or lapses for any reason or any shares subject to an Option which shares are repurchased or reacquired by the Corporation; and (iii) any shares surrendered by a Participant or withheld by the Corporation to pay the Option Price for an Option or shares used to satisfy any tax withholding requirement in connection with the exercise of an Option if, in accordance with the terms of the Plan, a Participant pays such Option Price or satisfies such tax withholding obligation by either tendering previously owned shares or having the Corporation withhold shares.

(c)                Adjustments : If there is any change in the outstanding shares of Common Stock because of a merger, consolidation or reorganization involving the Corporation or an Affiliate, or if the Board declares a stock dividend, stock split distributable in shares of Common Stock, reverse stock split, combination or reclassification of the Common Stock, or if there is a similar change in the capital stock structure of the Corporation or an Affiliate affecting the Common Stock, the number of shares of Common Stock reserved for issuance under the Plan shall be correspondingly adjusted, and the Administrator shall make such adjustments to Options and to any provisions of this Plan as the Administrator deems equitable to prevent dilution or enlargement of Options or as may be otherwise advisable.

6.                  Eligibility.

An Option may be granted only to an individual who is a Nonemployee Director on the date the Option is granted.

7.                  Grant and Exercise of Options

(a)                General :  Each Nonemployee Director who is otherwise eligible under this Section 7 shall be granted an Option or Options as provided in Section 7.  Such Options shall be designated as Nonqualified Options.

(b)               Grant of Initial Options Upon Initial Election or Appointment to the Board : 

 

 

 

 

 

 

(i)                 Unless a Nonemployee Director makes a proper election to receive an Initial RSU in exchange for all or 50% of the total value (as defined below) of an Initial Option as provided under the terms of the Director Compensation Plan, each Nonemployee Director who is first elected or appointed to the Board on or after the Effective Date shall receive an Initial Option to purchase 50,000 shares of Common Stock.  The date of grant of such an Initial Option shall be the fifth business day after the date of the annual meeting of shareholders as to those Nonemployee Directors who are first elected at an annual meeting of shareholders and the fifth business day after the date of election or appointment to the Board as to those Nonemployee Directors who are first elected or appointed to the Board other than at an annual meeting of shareholders.

(ii)        If a Director makes a proper election to receive an Initial RSU in lieu of the grant of all of the Initial Option, the Director shall not also be granted an Initial Option.  If a Director makes a proper election to receive an I