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                                                                                                            EXHIBIT
10.5


 


RF MICRO DEVICES, INC.


2006 DIRECTORS STOCK OPTION PLAN

 


Stock Option Agreement

(Initial 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. 2006 Directors Stock Option Plan, 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 an Initial Option under the Plan and shall be a
Nonqualified Option.  Except as otherwise provided in the Plan or this
Agreement, this Option will expire if not exercised in full by the 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 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 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, representations or agreements.  This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
executors, administrators, heirs, successors and assigns.




7.         Governing Law.  This Agreement shall
be governed by and construed in accordance with the laws of the State of North Carolina, without regard to the conflict of laws provisions of any state, and in
accordance with applicable federal laws of the United States.




8.         Amendment and Termination; Waiver. 
Subject to the terms of the Plan, this Agreement may be modified or amended
only by the written agreement of the parties hereto.  The waiver by the
Corporation of a breach of any provision of the Agreement by the Participant
shall not operate or be construed as a waiver of any subsequent breach by the
Participant.  Notwithstanding the foregoing, the Administrator shall have
unilateral authority to amend the Plan and this Agreement (without Participant
consent) to the extent necessary to comply with applicable laws, rules or
regulations or changes to applicable laws, rules or regulations (including but
in no way limited to Code Section 409A and federal securities laws).




9.         No Rights as Shareholder.  The
Participant and his legal representative, legatees or distributees shall not be
deemed to be the holder of any shares subject to the Option and shall not have
any rights of a shareholder unless and until certificates for such shares have
been issued and delivered to him or them.


2




























10.        Withholding;
Tax Matters.  




(a)        The
Participant acknowledges that, if and to the extent required by applicable
laws, rules or regulations,  the Corporation shall require the Participant to
pay the Corporation the amount of any federal, state, local, foreign or other
tax or other amount required by any governmental authority to be withheld and
paid over by the Corporation to such authority for the account of the
Participant, and the Participant agrees, as a condition to the grant of the
Option, to satisfy any such obligations.




(b)        The Participant
acknowledges that the Corporation has made no warranties or representations to
the Participant with respect to the tax consequences (including, but not
limited to, income tax consequences) related to the transactions contemplated
by this Agreement, and the Participant is in no manner relying on the
Corporation or its representatives for an assessment of such tax consequences.
The Participant acknowledges that there may be adverse tax consequences upon
acquisition or disposition of the Shares subject to the Option and that he has
been advised that he should consult with his own attorney, accountant, and/or
tax advisor regarding the decision to enter into this Agreement and the
consequences thereof. The Participant also acknowledges that the Corporation
has no responsibility to take or refrain from taking any actions in order to
achieve a certain tax result for the Participant.




11.        Administration.  The authority to
construe and interpret this Agreement and the Plan, and to administer all
aspects of the Plan, shall be vested in the Administrator, and the
Administrator shall have all powers with respect to this Agreement as are
provided in the Plan.  Any interpretation of the Agreement by the Administrator
and any decision made by it with respect to the Agreement is final and binding.




12.        Notices.  Except as may be otherwise
provided by the Plan, any written notices provided for in this Agreement or the
Plan shall be in writing and shall be deemed sufficiently given if either hand
delivered or if sent by fax or overnight courier, or by postage paid first
class mail.  Notices sent by mail shall be deemed received three business days
after mailed but in no event later than the date of actual receipt.  Notice may
also be provided by electronic submission, if and to the extent permitted by
the Administrator.  Notices shall be directed, if to the Participant, at the
Participant's address indicated by the Corporation's records, or if to the
Corporation, at the Corporation's principal office, attention Treasurer, RF
Micro Devices, Inc.




13.        Severability.  The provisions of
this Agreement are severable and if any one or more provisions may be
determined to be illegal or invalid for any reason, in whole or in part, the
remaining provisions shall nevertheless be binding and enforceable.




14.        Restrictions on Option and Shares. 
The Corporation may impose such restrictions on the Option, the shares and any
other benefits underlying the Option as it may deem advisable, including
without limitation restrictions under the federal securities laws, the
requirements of any stock exchange or similar organization and any blue sky, state
or foreign securities laws applicable to such securities.  Notwithstanding any
other provision in the Plan or the Agreement to the contrary, the Corporation
shall not be obligated to issue, deliver or transfer shares of Common Stock,
make any other distribution of benefits, or take any other action, unless such
delivery, distribution or action is in compliance with all applicable laws,
rules and regulations (including but not limited to the requirements of the
Securities Act).  The Corporation may cause a restrictive legend to be placed
on any certificate(s) for shares issued pursuant to the exercise of the Option
in such form as may be prescribed from time to time by applicable laws and
regulations or as may be advised by legal counsel.


3




























15.        Counterparts; Further Instruments. 
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.  The parties hereto agree to execute such further instruments
and to take such further action as may be reasonably necessary to carry out the
purposes and intent of this Agreement.     


IN WITNESS WHEREOF, this Agreement has been executed
on behalf of the Corporation and by the Participant effective as of the Grant
Date noted on Schedule A, attached hereto.




                                                                                    RF
MICRO DEVICES, INC.




                                                                                    By:        /s/
Robert A. Bruggeworth                         


                                                                                                Robert
A.  Bruggeworth

                                                                                                President
& Chief Executive Officer


Attest:




/s/ William Priddy                                           


William Priddy

Secretary & Chief
Financial Officer




[Signature page of Participant to follow on
Schedule A/Grant Letter] 

4














 










 


RF Micro Devices, Inc.


2006 Directors Stock Option Plan 

Stock Option Agreement

(Initial Option)


Schedule A/Grant Letter


1.         Pursuant
to the terms and conditions of the Company's 2006 Directors Stock Option Plan
(the "Plan"), you (the "Participant") have been granted an Initial Option to
purchase 50,000 shares (the "Option") of our Common Stock as outlined below.






	

  	

  	

  
	
  Granted To:

  	

  	
  __________________

  
	
  Grant Date:

  	

  	
  ____________, 20___

  
	
  Options Granted:

  	

  	
  50,000

  
	
  Option Price per Share:

  	

  	
  $_________________

  
	
  Expiration Date:

  	

  	
  ___________, 20___

  
	
  Vesting Schedule:

  	

  	
  __________________

  
	
        Date of Grant:

  	

  	
  1/3 of Shares subject to
  Option*

  
	
        1st
  Anniversary of Date of Grant

  	

  	
  2/3 of Shares subject to
  Option*

  
	
        2nd Anniversary
  of State of Grant

  	

  	
  100% of Shares subject to
  Option*

  








 

*Vesting
of each installment is contingent upon Participant's continued service as a
Director on each vesting date.




2.         By
my signature below, I, the Participant, hereby acknowledge receipt of this
Grant Letter and the Option Agreement (the "Agreement") dated _________,
200___, between the Participant and RF Micro Devices, Inc.  (the "Company")
which is attached to this Grant Letter.  I understand that the Grant Letter and
other provisions of Schedule A herein are incorporated by reference into
the Agreement and constitute a part of the Agreement.  By my signature
below, I further agree to be bound by the terms of the Plan and the Agreement,
including but not limited to the terms of this Grant Letter and the other
provisions of Schedule A contained herein.  The Company reserves the right
to treat the Option and the Agreement as cancelled, void and of no effect if
the Participant fails to return a signed copy of the Grant Letter within 30 days
of receipt.




	

  	

  	

  	

  	

  	

  	

  
	
  Signature:

  	

  	

  	

  	
  Date:

  	

  	

  
	

  	

  	

  	

  	

  	

  	

  






 


Note: If there are any
discrepancies in the name or address shown above, please make the appropriate
corrections on this form and return to Brenda Hatley, RF Micro Devices, Inc., 7628 Thorndike Road, Greensboro, NC  27409-9421.  Please retain a copy of the Agreement,
including this Grant Letter, for your files.