EXHIBIT 10.3


 


2003 STOCK INCENTIVE PLAN

OF RF MICRO DEVICES, INC.


Restricted Stock Award Agreement

(Service-Based Award for Senior Officers)

 






            THIS AGREEMENT
(together with Schedule A, attached hereto, the "Agreement"), made
effective as of the "Grant Date" as defined in Section 2, below
between RF MICRO DEVICES, INC., a North Carolina corporation (the
"Corporation"), and XXXXXX, an employee of, or
individual in service to, 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 with the Plan.




            2.         Terms
of Award.  The following terms used in this Agreement shall have the
meanings set forth in this Section 2:




            (a)        The "Participant" is XXXXXX.




            (b)        The "Grant Date" is XXXXX.




            (c)        The "Restriction
Period" is the period beginning on the Grant Date and ending on such date
or dates and occurrence of such conditions as described in Schedule A, which is
attached hereto and expressly made a part of this Agreement.




            (d)        The number of shares of
Restricted Stock subject to the restricted award granted under this Agreement
shall be   XXXX   shares (the "Shares").




            3.         Grant
of Restricted Award.  Subject to the terms of this Agreement and the Plan,
the Corporation hereby grants the Participant an award (the "Award")
for that number of Shares of Restricted Stock as is set forth in Section 2.  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.




            4.         Dividends
and Voting Rights.  The Participant shall have no dividend rights or voting
rights or other rights as a shareholder with respect to the Shares unless and
until the Award has been earned and vested.


                                                                                                                                                                                                                    






























            5.         Vesting
and Earning of Award.




(a)        Subject to the terms of the Plan and the
Agreement, the Award shall be deemed vested and earned, and the Shares subject
to the Award shall be distributable as provided in Section 7 herein, upon such
date or dates, and subject to such conditions, as are described on Schedule A. 
Without limiting the effect of the foregoing, the Shares subject to the Award
may vest in installments over a period of time, if so provided in Schedule A.  The
Participant expressly acknowledges that the Award shall vest 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.




(b)        The Administrator has sole authority to
determine whether and to what degree the Award has vested and been earned and
is payable and to interpret the terms and conditions of this Agreement and the
Plan.




            6.         Forfeiture
of Award.  Except as may be otherwise provided in the Plan or the
Agreement, in the event that the employment or service of the Participant is
terminated for any reason and the Participant has not yet earned all or part of
the Award pursuant to Section 5 and Schedule A herein, then the Award, to the
extent not earned as of the Participant's termination date, shall be forfeited
immediately upon such termination, and the Participant shall have no further
rights with respect to the Award or the Shares underlying that portion of the
Award that has not yet been earned and vested.  The Participant expressly
acknowledges and agrees that the termination of his employment or service shall
(except as may otherwise be provided in the Agreement) result in forfeiture of
the Award and the Shares to the extent the Award has not been earned and vested
as of the date of his termination of service or employment.  




            7.         Settlement
of Award.  The Administrator shall determine whether the Award, if earned
in accordance with Section 5 herein, shall be payable in cash or whole shares
of Common Stock, or partly in cash and partly in whole shares of Common Stock. 
In the event that the Award is payable in shares of Common Stock, a certificate
or certificates for the Shares (or portion thereof) which have been earned
shall be issued in the name of the Participant (or his beneficiary) as soon as
practicable after the Administrator determines that all or a portion of the
Shares subject to the Award have been earned.




            8.         No
Right of Continued Employment or Service.  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 to
interfere in any way 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 unvested portion of his Award shall terminate upon the
termination of employment or service of the Participant with the Corporation or
a related corporation.




            9.         Nontransferability
of Award and Shares.  The Award shall not be transferable (including by
sale, assignment, pledge or hypothecation) other than by will or the laws of
intestate succession.  The designation of a beneficiary does not constitute a
transfer.  The Participant shall not sell, transfer, assign, pledge or otherwise
encumber the Shares subject to the Award until all conditions to vesting have
been met.




            10.        Withholding. 
The Participant acknowledges that 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
Award, 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.        Superseding
Agreement; Binding Effect.  This Agreement supersedes any statements,
representations or agreements of the Corporation with respect to the grant of
the Award 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, next-of-kin, 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.




            13.        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.




            14.        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.




            15.        No
Rights as Shareholder.  The Participant or his legal representatives,
legatees or distributees shall not be deemed to be the holder of any shares
subject to the Award 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.




            16.        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.




17.        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.




18.        Restrictions
on Award and Shares.  The Corporation may impose such restrictions on the
Award and any Shares issued pursuant to the Award 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 Award in such form as may be
prescribed from time to time by applicable laws and regulations or as may be
advised by legal counsel.


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            19.        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 stated in Section 2, herein. 




                                                                        RF
MICRO DEVICES, INC.






                                                                        By:
/s/ Robert A. Bruggeworth                   


                                                                             
Robert A. Bruggeworth

                                                                             
President and 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.

Restricted Stock Award Agreement

(Service-Based Award for 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 a
Restricted Stock Award for ________ shares (the "Award") of our
Common Stock as outlined below.




                               Granted
To:                                               


                               Grant
Date:                                    , 20      


           Shares
Subject to Award:                                               




                      Vesting
Schedule:            RESTRICTED


                                                            _____
on ___/___/20__

                                                            _____
on ___/___/20__

                                                            _____
on ___/___/20__

                                                            _____
on ___/___/20__

                                                            _____
on ___/___/20__




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




(a)        In
the event of the Participant's termination of employment or service other than
for cause (as defined in Section 6(d)(iii)(E) of the Plan), and subject to
Section 2(b), below, the Award 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, or service provider to, the Company.  If the
employment or service of the Participant is terminated for cause, the Award
shall be forfeited immediately (unless the Administrator, in its sole
discretion, determines otherwise).  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
Award shall not continue to vest following termination of employment or
service, 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 the event that the
Administrator determines that vesting of all or a portion of the Award shall
not continue following termination of employment or service, then all or any
part of the Award which has not vested or been earned at the time of
termination shall, unless the Administrator determines otherwise, be forfeited
immediately upon such termination of employment or service, and the Participant
shall have no further rights with respect to the unvested portion of the Award
or the shares of Common Stock related thereto.  The Administrator shall
exercise its discretion not to continue vesting of the Award within thirty (30)
days following the date of termination of the Participant's employment or
service.




              

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By
my signature below, I, the Participant, hereby acknowledge receipt of this
Grant Letter and the Restricted Stock Award Agreement (the
"Agreement") dated __________ ___, 2004, 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 Award 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.  Please retain a copy of the Agreement, including
this Grant Letter, for your files.              

 




 

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