EXHIBIT
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2003 STOCK INCENTIVE PLAN

OF

RF MICRO DEVICES, INC.


Stock Option Agreement

(Senior Officers)




             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, an employee of the
Corporation or a related corporation (the "Participant");




R E C
I T A L S :




            In furtherance of the purposes of the 2003 Stock Incentive
Plan of RF Micro Devices, Inc., as it may be 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 employment or 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 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 (or any portion thereof) shall be designated as an Incentive Option or
Nonqualified Option, as stated on Schedule A.  To the extent that the Option or
any portion thereof is designated as an Incentive Option and such Option does
not qualify as an Incentive Option, the Option or portion thereof shall be
treated 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 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 an Option which is exercisable is not exercised,
such Option shall accumulate and be exercisable by the Participant in whole or
in part at any time prior to expiration of an 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 Schedule A of this Agreement and otherwise in accordance with
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 Participant a certificate or certificates for the shares
purchased.  Payment of the option price may be made in the form: (i) of cash or
check; (ii) by delivery (by either actual delivery or attestation) of shares of
Common Stock owned by the Participant at the time of exercise for a period of
at least one year and otherwise acceptable to 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, as determined by the Administrator by applying
the provisions of the Plan.




            4.         No
Right of Continued Employment.  Nothing contained in this Agreement or the
Plan shall confer upon the Participant any right to continue in the employment
or service of the Corporation or a related corporation or interfere with the
right of the Corporation or a related corporation to terminate the
Participant's employment or service at any time.  Except as otherwise expressly
provided in the Plan and this Agreement (including but not limited to Schedule
A), all rights of the Participant under the Plan with respect to the
unexercised portion of his Option shall terminate upon termination of the
employment of the Participant with the Corporation or a related corporation.




            5.         Nontransferability
of Option.  To the extent that this Option is designated as an Incentive
Option, the Option shall not be transferable other than by will or the laws of
intestate succession.  To the extent that this Option is designated as a
Nonqualified Option, the Option shall not be transferable other than by will or
the laws of intestate succession, except as may be permitted by the
Administrator of the Plan in a manner consistent with the registration
provisions of the Securities Act of 1933, as amended (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.





            6.         Superseding
Agreement; Binding Effect.  This Agreement supersedes any statements,
representations or agreements of the Corporation with respect to the grant of
the Options 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. 
Except as may be otherwise provided in Section 18 of the Plan, this Agreement
does not supersede or amend any existing Change in Control Agreement,
Inventions, Confidentiality and Nonsolicitations Agreement, Employment
Agreement or any other similar agreement between the Participant and the
Company, including, but not limited to, any restrictive covenants contained in
such agreements.




            7.         Governing
Law.  Except as otherwise provided in the Plan or herein, this Agreement
shall be construed and enforced according to the laws of the State of North Carolina, without regard to the conflict of laws provisions of any state.




            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.




            9.         No
Rights as Shareholder.  The Participant or 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.




            10.        Withholding. 
The Participant acknowledges that the Corporation shall require the Participant
to pay the Corporation the amount of any federal, state, local 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
such obligations.






 


                                                                                                   
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            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 otherwise unenforceable, 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 and any shares issued pursuant to the exercise of 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 or state securities laws applicable to such shares. 
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, to make any other distribution of benefits, or to 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 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.




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)

 

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2003 Stock Incentive Plan of RF Micro Devices, Inc.

Stock Option Agreement

(Senior Officers)



Schedule A/Grant Letter




1.         Pursuant
to the terms and conditions of the Company's 2003 Stock Incentive Plan (the
"Plan"), you (the "Participant") have been granted an Incentive/Non Qualified Stock Option to purchase XXXXXX shares (the "Option") of our Common Stock
as outlined below.




                               Granted
To:            

                               Grant
Date:            

                       Options
Granted:            

              Option
Price per Share:           


                        Expiration
Date:            

                      Vesting
Schedule:            25% for four Years                                                   


                                                       
                                                                     




            2.         The
following provisions shall apply with respect to the Option: 




(a)        In the event of the Participant's
termination of employment other than for cause (as defined in Section
6(d)(iii)(E) of the Plan), and subject to Section 2(b), below, the following
provisions shall apply with respect to the Option:




(i)         The Option shall continue to vest
according to the Vesting Schedule stated in Section 1 above of this Schedule A
as if the Participant had remained an employee of the Company; and




(ii)        That portion of the Option which was
vested at the time of the Participant's termination of employment or service or
which becomes vested following termination of employment shall remain
exercisable until the expiration of the term of the Option (that is, the
"Option Period," such period to expire on the Expiration Date, stated
above). 




(iii)       If the employment of the Participant is
terminated for cause, the Option shall be terminated immediately and the
Participant shall have no further rights related thereto (unless the
Administrator, in its discretion, determines otherwise). 




(iv)       The Administrator shall have discretion to
determine the basis for termination and to interpret this provision.




(b)   
Notwithstanding Section 2(a)
herein, the Administrator in its sole discretion may determine that all or any
part of the Option shall not continue to vest following the Participant's
termination of employment and/or that all or any part of the Option shall not
remain exercisable for the full Option Period, such determination to be based
on such factors as may be considered by the Administrator in its discretion
(including but in no way limited to factors related to the conduct of the Participant),
in which case the Option or portion thereof 




shall,
unless the Administrator determines otherwise, be subject to the vesting and
post-termination exercise provisions of Section 6(d)(iii) of the Plan.  The
Administrator shall exercise its discretion not to continue vesting of, and/or
not to extend the post-termination exercise period of, all or a portion of the
Option within thirty (30) days following the date of termination of the
Participant's employment.




	

  










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By
my signature below, I, the Participant, hereby acknowledge receipt of this
Grant Letter and the Option Agreement (the "Agreement") dated Grant Date,
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: 
                                     


                                        
Name




 


Note:  If there are any
discrepancies in the name or address shown above, please make the appropriate
corrections on this form. Please sign and return to Brenda Hatley (mail stop:  NC7628).  Enclosed is a copy of this agreement with a
"schedule A"  attached, to retain for your files.








	

  

  










 

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