_











CHANGE IN CONTROL AGREEMENT






This CHANGE IN CONTROL AGREEMENT (the "Agreement") is entered
into effective as of 11-14-07, by and between RF Micro Devices, Inc., a North Carolina corporation (the
"Company"), and Robert Van Buskirk (the "Executive").




WHEREAS, the Executive is currently employed by the Company; and


            WHEREAS, the Company considers the establishment and maintenance of a
sound and vital management group to be essential to protecting and enhancing
the best interests of the Company and its shareholders; and 




            WHEREAS, the Company has determined that the best interests of
the Company and its shareholders will be served by reinforcing and encouraging
the continued dedication of the Executive to his assigned duties without
distractions arising from a potential change in control of the Company; and




            WHEREAS, this Agreement is intended to remove such
distractions and to reinforce the continued attention and dedication of the
Executive to his assigned duties;




NOW,
THEREFORE, in consideration of the mutual promises and agreements contained in
this Agreement and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Executive and the Company
hereby agree as follows:




1.                 
Term of Agreement.  This Agreement shall become
effective on the date hereof and shall continue in effect until the earliest of
(a) April 5, 2010, if no Change in Control has occurred before that date;
provided, however, that commencing on April 5, 2010 and each year thereafter,
the term of this Agreement shall automatically be extended for an additional
one year unless, not later than January 1 of the same year, the Company shall
have given notice to the Executive that it does not wish to extend this
Agreement (such three-year period, as it may be extended as described in
Section 1(a) herein, being referred to as the "Term"); (b) the
termination by either party of the Executive's employment with the Company for
any reason prior to a Change in Control; or (c) the expiration following a
Change in Control of two years and the fulfillment by the Company and the
Executive of all of their obligations hereunder.  Notice by the Company of its
intention not to extend the term of this Agreement and its expiration at the
end of the Term shall not constitute termination of employment and the
Executive shall not be entitled to the payment of benefits under Sections 4 and
5 unless he is otherwise entitled to such benefits pursuant to the terms
herein.  Furthermore, nothing in the Section 1 shall cause this Agreement to
terminate before both the Company and the Executive have fulfilled all of their
obligations hereunder. 


2.                 
Change in Control.



                                (a)     No compensation shall be payable under this Agreement unless and until
(i) there has been a Change in Control of the Company while the Executive is
still an employee of the Company and (ii) the Executive's employment by
the Company is 
























terminated for a reason other than one or more of
the circumstances specified in Section 3(a)(i) through (v).


(b)              
For the purposes of this Agreement, a "Change in Control" of
the Company shall be deemed to have occurred on the first to occur of the
following: 


(i)                 
The date any entity or person shall have become the beneficial owner of,
or shall have obtained voting control over, forty percent (40%) or more of the
outstanding Common Stock of the Company;


(ii)               
The date the shareholders of the Company approve a definitive agreement
(A) to merge or consolidate the Company with or into another corporation or
other business entity (for these purposes, each, a "corporation"), in
which the holders of the Company's Common Stock immediately prior to the merger
or consolidation have voting control over less than sixty percent (60%) of the
voting securities of the surviving corporation outstanding immediately after such
merger or consolidation, or (B) to sell or otherwise dispose of all or
substantially all the assets of the Company; or


(iii)              
The date there shall have been a change in a majority of the Board of
Directors of the Company within a 12-month period unless the nomination for
election by the Company'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 Securities Exchange Act
of 1934, as amended (the "Exchange Act"), other than the Company, a
subsidiary of the Company or any employee benefit plan(s) sponsored or
maintained by the Company or any subsidiary thereof, and the term
"beneficial owner" shall have the meaning given the term in Rule
13d-3 under the Exchange Act. 




3.                 
Termination Following Change in Control.


(a)               
Termination.  If a Change in Control of the Company shall have
occurred while the Executive is still an employee of the Company, the Executive
shall be entitled to the payments provided in Sections 4 and 5 herein upon the
termination of the Executive's employment with the Company within the
twenty-four (24) month period following a Change in Control, whether such
termination is by the Executive or by the Company, unless such
termination is as a result of (i) the Executive's death; (ii) the Executive's
Disability (as defined in Section 3(b) below); (iii) the Executive's Retirement
(as defined in Section 3(c) below); (iv) the Executive's termination of
employment by the Company for Cause (as defined in Section 3(d) below); or (v)
the Executive's decision to terminate employment other than for Good Reason (as
defined in Section 3(e) below).  For the purposes of this Agreement, the
twenty-four (24) month period following a Change in Control shall be
referred to as the "Termination Period."  


(b)              
Death or Disability. 



                   (i)  
Disability.  In the event that the Executive's employment terminates
because of Disability, the Company shall have no obligation or liability

2 
























 to the Executive pursuant to this Agreement by reason of such
termination (except as may be otherwise provided in Section 4(d) herein) and
this Agreement shall terminate upon the Executive's termination of employment
due to Disability; provided, however, that the Executive's termination of
employment due to Disability shall be effective only at the end of thirty (30)
days following the delivery of written notice by the Company to the Executive
of such termination due to Disability and only if Executive fails to return to
the full-time performance of duties by the end of such 30-day notice period. 
For the purposes of this Agreement, "Disability" shall mean a
physical or mental illness or injury that prevents the Executive from
performing the essential functions of his duties (as they existed immediately
before the illness or injury) on a full-time basis for a period of at least six
(6) consecutive months.  The Board of Directors of the Company (the
"Board") shall have sole authority to determine if a Disability
exists.


(ii)               
Death.  This Agreement shall terminate immediately in the event
of the death of the Executive occurring at any time during the Term hereof, and
in such event the Company shall have no obligation or liability to the
Executive or his legal representatives by reason of such termination (except as
may be otherwise provided in Section 4(d) herein).


(c)               
Retirement.  In the event that the Executive's employment
terminates due to his Retirement, the Company shall have no obligation or
liability to the Executive pursuant to this Agreement upon such termination
(except as otherwise provided in Section 4(d) herein), and the Agreement shall
terminate upon the Executive's termination of employment due to such
Retirement.  "Retirement" as used in this Agreement shall mean the
earlier to occur of (A) the Executive's normal retirement date under the
Company's tax-qualified retirement plan or any successor plan thereto
applicable to the Executive or (B) the Executive's retirement date under a
contract, if any, between the Executive and the Company providing for his
retirement from the employment of the Company or an affiliate (as defined in
Section 11(a) herein) on a date other than such normal retirement date.


(d)              
Cause.


(i)                 
If the Executive's employment with the Company is terminated for Cause,
the Company shall have no obligation or liability to the Executive under this
Agreement (except as may be otherwise provided in Section 4(d) herein), and
this Agreement shall terminate upon the Executive's termination of employment
for Cause.  


(ii)               
For purposes of this Agreement, "Cause" shall be determined
solely by the Board in the exercise of good faith and reasonable judgment, and
shall mean the occurrence of any one or more of the following:



(A)             
The continued failure of the Executive to perform his duties with the Company
(other than any such failure resulting from the Executive's incapacity due to
physical or mental illness or any such failure after the Executive has received
a Notice of Termination without Cause by the Company or has delivered a Notice
of Termination for Good Reason to the Company) which has not been corrected
within thirty (30) days after a written demand for performance is delivered to
the Executive by the Board which specifically identifies the manner in which the
Board 



3

 























believes that the Executive has not substantially
performed the Executive's duties;


(B)             
The Executive's engaging in conduct that damages or prejudices the
Company or any affiliate or engaging in conduct or activities damaging to the
property, business or reputation of the Company or any affiliate, including but
not limited to breaching Company policies including those related to equal
employment opportunity and unlawful harassment;


(C)             
The conviction of the Executive of, or a plea by the Executive of nolo
contendere to, a felony, or any misdemeanor that involves moral turpitude;


(D)             
The Executive's engaging in any act of fraud, theft, misappropriation,
embezzlement or dishonesty to the material detriment of the Company;


(E)              
Any diversion by the Executive of a material business opportunity from
the Company without written Board consent;


(F)              
Any breach by the Executive of a material term of the Agreement
(including but not limited to the Executive's breach of any covenant contained
in Section 9 herein); or 


(G)             
The Executive's continued substance abuse, as determined by the Board
after written notice from the Board and a reasonable opportunity to undergo
appropriate treatment for a reasonable period.  


Any act, or
failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board shall be conclusively presumed to be done, or omitted to
be done, by the Executive in good faith and in the best interests of the
Company. Cause shall not exist unless and until the Company has delivered to
the Executive a copy of a resolution duly adopted by the majority of the Board
(excluding the Executive if the Executive is a Board member) at a meeting of
the Board called and held for such purpose (after reasonable notice to the
Executive and an opportunity for the Executive, together with counsel, to be
heard before the Board), finding that in the good faith opinion of the Board an
event set forth in any one or more of clauses (A) through (G) herein has
occurred and specifying the particulars thereof in detail. 


(e)               
Good Reason.  The Executive may terminate his employment for Good
Reason at any time after a Change of Control during the Termination Period. 
For purposes of this Agreement, "Good Reason" shall mean any of the
following:


(i)                 
A material reduction by the Company without the Executive's written
consent in the Executive's basic duties and responsibilities;


4



























(ii)               
Any material reduction by the Company without the Executive's written
consent of the Executive's base salary as in effect on the date hereof (or as
the same may be adjusted with Executive's written consent from time to time
during the Term), other than a reduction which is part of a salary reduction
plan applicable to all officers or all employees of the Company, as the case
may be (and not the Executive singly); 


(iii)              
Any failure by the Company to continue the Executive's ability to
participate in any plan or arrangement, including, without limitation, any life
insurance, accident, disability or health insurance plan, thrift plan, pension
plan, retirement plan, profit-sharing plan, or any other qualified or
non-qualified employee benefit plan, bonus plan, incentive plan, stock option,
restricted stock, stock purchase or other stock-based plan, and all other
similar plans or arrangements which are from time to time made generally
available to officers of the Company and in which the Executive participates,
unless there are substituted therefore plans or arrangements providing the
Executive with essentially equivalent and no less favorable benefits, or any
action or inaction by the Company which would adversely affect the Executive's
participation in or materially reduce the Executive's benefits under any such
plan or successor plan or deprive the Executive of any material fringe benefit
enjoyed by the Executive; provided, however, that (A) a reduction
in the Executive's incentive or bonus plan payments due to the failure to
attain certain performance-based objectives or (B) a reduction in the
Executive's benefits due to the Company's decision to discontinue the
availability of any plan or arrangement to all officers or all employees, as
the case may be (and not the Executive singly), shall not be deemed to
constitute "Good Reason" under this Section 3(e)(iii);


(iv)             
A relocation of the Company's principal executive offices to a location
in excess of 30 miles from Greensboro, North Carolina, or the Executive's
relocation to any place other than the location at which the Executive
performed the Executive's duties prior to a Change in Control of the Company,
except for (A) required travel by the Executive on the Company's business to an
extent substantially consistent with the Executive's business travel obligations
during the 12 months immediately preceding a Change of Control of the Company
or (B) a relocation with the Executive's express written consent;

(v)             
Any material reduction in the number of paid vacation days to which the Executive is entitled at the time of a Change of Control of
the Company (other than a reduction with the Executive's written consent);

(vi)           
Any failure by the Company without the Executive's written consent to obtain the
express assumption of this Agreement by any successor or assignee of the Company
(and parent corporation of such successor or assignee, if applicable) as
provided in Section 11(a) herein.



(f)                
Notice of Termination.  Any termination of the Executive's
employment (i) by the Company due to Disability, Retirement or for Cause or (ii)
by the Executive for Good Reason shall be communicated by a Notice of
Termination.  For purposes of this Agreement, a "Notice of Termination"
shall mean a written notice which shall indicate those specific termination
provisions in this Agreement relied upon and which sets forth in reasonable
detail the facts and 





                                                                                                   
5























circumstances claimed to provide a
basis for termination of the Executive's employment under the provisions so
indicated.  For purposes of this Agreement, no such purported termination by
the Company or the Executive shall be effective without such Notice of
Termination.  


(g)               
Date of Termination.  Date of Termination" shall mean (i) if the
Executive is terminated by the Company for Disability, 30 days after Notice of
Termination is given to the Executive (provided that the Executive shall not
have returned to the performance of the Executive's duties on a full-time basis
during such 30-day period); (ii) if the Executive is terminated by the Company
for any other reason, the date on which a Notice of Termination is given (or
such later date as is specified in such notice); or (iii) if the Executive
terminates for Good Reason, the date on which a Notice of Termination is given
(or such later date as is specified in such notice).


4.                 
Payment of Compensation upon Termination of Employment. 
If, during the Termination Period, the employment of the Executive shall
terminate pursuant to a "Qualifying Termination" (as defined herein),
then the Company shall provide to the Executive the payments described in this
Section 4 and, if applicable, Section 5.  For the purposes of the Agreement, a
"Qualifying Termination" means (i) the Company's termination of the
Executive's employment other than because of death, Disability,
Retirement or Cause, as provided in Sections 3(b), 3(c) and 3(d) herein, or
(ii) the Executive's termination of his employment for Good Reason pursuant to
Section 3(e) herein.


(a)               
Cash Payments.  If,
during the Termination Period, the employment of the Executive shall terminate
pursuant to a Qualifying Termination, then the Company shall provide to the
Executive the following cash payments:


(i)                 
Within thirty (30) days following the Date of Termination (or such
earlier date, if any, as may be required under applicable wage payment laws), a
lump-sum cash amount equal to the sum of (A) the Executive's base salary
through the Date of Termination and any bonus amounts which have been earned or
become payable, to the extent not theretofore paid or deferred, (B) a pro rata
portion of the Executive's annual bonus for the fiscal year in which the
Executive's Date of Termination occurs in an amount at least equal to (1) the
Executive's Bonus Amount, multiplied by (2) a fraction, the numerator of which
is the number of days in the fiscal year in which the Date of Termination occurs
through the Date of Termination and the denominator of which is three hundred
sixty-five (365), and reduced by (3) any amounts paid from the Company's
incentive plan for the fiscal year in which the Executive's Date of Termination
occurs and (C) any accrued vacation pay, to the extent not theretofore paid;
plus



(ii)               
A severance benefit equal to the sum of (i) one and one half (1.5) times the
Executive's highest annual rate of base salary during the 18-month period
immediately prior to Executive's Date of Termination, plus (ii) one (1) times
the Executive's Bonus Amount. The severance benefits provided for pursuant to
this Section 4(a)(ii) shall be paid in periodic installments over the
Compensation Period (as defined herein) in accordance with the normal payroll
practices of the Company.  For the purposes of Section 4(a) herein, "Bonus
Amount" shall mean the average annual incentive bonus earned by the Executive
under any incentive bonus plan or plans of the Company (or its affiliates)
during the last three (3) completed fiscal years of the Company immediately
preceding the Executive's Date of Termination (or such shorter period that the
Executive has been employed by the Company).  The eighteen month period
following the 




6

 

























Qualifying Termination of an Executive and during
which the benefits provided pursuant to Section 4(a)(ii) and Section 4(b) shall
be provided is referred to herein as the "Compensation Period."  


(b)              
Continued Coverage. If, during the Termination Period, the
employment of the Executive shall terminate pursuant to a Qualifying
Termination, the Company shall continue to provide, during the Compensation
Period, the Executive (and the Executive's dependents, if applicable) with the
same level of medical, dental, vision, accident, disability and life insurance
benefits upon substantially the same terms and conditions (including
contributions required by the Executive for such benefits) as existed
immediately prior to the Executive's Date of Termination; provided, however,
that if the Company is unable to provide any of these benefits under its
benefit plans in effect during the Compensation Period, the Company shall pay
to the Executive an amount sufficient to enable the Executive to procure
comparable benefits on his own. Notwithstanding the foregoing, in the event the
Executive becomes reemployed with another employer and becomes eligible to
receive welfare benefits from such employer, the welfare benefits described
herein shall be secondary to such benefits during the period of the Executive's
eligibility, but only to the extent that the Company reimburses the Executive
for any increased cost and provides any additional benefits necessary to give
the Executive the benefits provided hereunder. The Executive's accrued benefits
as of the Date of Termination under the Company's employee benefit plans shall
be paid to the Executive in accordance with the terms of such plans.  In
addition, if, during the Termination Period, the employment of the Executive
shall terminate pursuant to a Qualifying Termination, the Company shall provide
the Executive with one (1) additional year of service credit under all
non-qualified retirement plans and excess benefit plans in which the Executive
participated as of his Date of Termination.  


(c)               
Stock Awards.  If, during the Termination Period, the employment
of the Executive shall terminate pursuant to a Qualifying Termination, then the
following shall apply with respect to any stock-based awards granted by the
Company.


(i)                 
Stock Options and Stock Appreciation Rights.  All Company stock options, stock appreciation
rights or similar stock-based awards held by the Executive will be accelerated
and exercisable in full as of the Date of Termination, without regard to the
exercisability or vesting of such awards prior to the Date of Termination.


(ii)               
Restricted Stock. All
restrictions on any restricted stock, performance stock or similar stock-based
awards granted by the Company, including without limitation any vesting or
performance criteria, held by the Executive as of the Date of Termination shall
be removed and such awards shall be deemed vested and earned in full.




 7

























(d)              
Payments Due to Termination Other than Qualifying Termination. If, during
the Termination Period, the Executive shall terminate other than
by reason of a Qualifying Termination, then the Company shall pay to Executive
within thirty (30) days following the Date of Termination (or such earlier date,
if any, as may be required under applicable wage payment laws) a lump-sum cash
amount equal to the sum of (i) Executive's base salary through the Date of
Termination and any bonus amounts which have become payable, to the extent not
theretofore paid or deferred, and (ii) any accrued vacation pay, to the extent
not theretofore paid.  The Company may make such additional payments, and
provide such additional benefits, to Executive as the Company and Executive may agree
in writing. The Executive's accrued benefits as of the Date of Termination
under the Company's employee benefit plans shall be paid to Executive in
accordance with the terms of such plans.


5.                 
Certain Additional Payments by the Company.


(a)               
Anything in this Agreement to the contrary notwithstanding, in the event
it shall be determined that any payment, award, benefit or distribution (or any
acceleration of any payment, award, benefit or distribution) by the Company (or
any of its affiliated entities) or any entity which effectuates a Change in
Control (or any of its affiliated entities) to or for the benefit of the
Executive (whether pursuant to the terms of this Agreement or otherwise, but
determined without regard to any additional payments required under this
Section 5) (the "Payments") would be subject to the excise tax
imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the
"Code"), or any interest or penalties are incurred by the Executive
with respect to such excise tax (such excise tax, together with any such
interest and penalties, are hereinafter collectively referred to as the
"Excise Tax"), then the Company shall pay to the Executive an
additional payment (a "Gross-Up Payment") in an amount such that
after payment by the Executive of all taxes (including any Excise Tax) imposed
upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up
Payment equal to the sum of (i) the Excise Tax imposed upon the Payments and
(ii) the product of any deductions disallowed because of the inclusion of the
Gross-Up Payment in the Executive's adjusted gross income and the highest
applicable marginal rate of federal income taxation for the calendar year in
which the Gross-Up Payment is to be made. For purposes of determining the
amount of the Gross-Up Payment, the Executive shall be deemed to (i) pay
federal income taxes at the highest marginal rates of federal income taxation
for the calendar year in which the Gross-Up Payment is to be made, (ii) pay
applicable state and local income taxes at the highest marginal rate of
taxation for the calendar year in which the Gross-Up Payment is to be made, net
of the maximum reduction in federal income taxes which could be obtained from
deduction of such state and local taxes and (iii) have otherwise allowable
deductions for federal income tax purposes at least equal to the Gross-Up
Payment.  Notwithstanding the foregoing provisions of this Section 5(a), if it
shall be determined that the Executive is entitled to a Gross-Up Payment, but
that the Payments would not be subject to the Excise Tax if the Payments were
reduced by an amount that is less than 5% of the portion of the Payments that
would be treated as "parachute payments" under Section 280G of the
Code, then the amounts payable to the Executive under this Agreement shall be
reduced (but not below zero) to the maximum amount that could be paid to
Executive without giving rise to the Excise Tax (the "Safe Harbor
Cap"), and no Gross-Up Payment shall be made to the Executive.  The
reduction of the amounts payable hereunder, if applicable, shall be made by
reducing first the payments under Section 4(a)(ii), unless an alternative
method of reduction is elected by the Executive.  For purposes of reducing the
Payments to the Safe Harbor Cap, only amounts payable under this Agreement (and
no other Payments) shall be reduced. If the reduction of the amounts payable
hereunder would not result in a reduction of the Payments to the Safe Harbor
Cap, no amounts payable under this Agreement shall be reduced pursuant to this
provision.

 



8
























(b)              
Subject to the provisions of Section 5(a), all determinations required
to be made under this Section 5, including whether and when a Gross-Up Payment
is required, the amount of such Gross-Up Payment, the reduction of the Payments
to the Safe Harbor Cap and the assumptions to be utilized in arriving at such
determinations, shall be made by the public accounting firm that is retained by
the Company as of the date immediately prior to the Change in Control (the
"Accounting Firm") which shall provide detailed supporting
calculations both to the Company and the Executive within forty-five (45)
business days of the receipt of notice from the Company or the Executive that
there has been a Payment, or such earlier time as is requested by the Company
(collectively, the "Determination"). In the event that the Accounting
Firm is serving as accountant or auditor for the individual, entity or group
effecting the Change in Control, the Company and the Executive may agree to
appoint another nationally recognized public accounting firm to make the
determinations required hereunder (which accounting firm shall then be referred
to as the Accounting Firm hereunder).  All fees and expenses of the Accounting
Firm shall be borne solely by the Company and the Company shall enter into any
agreement requested by the Accounting Firm in connection with the performance
of the services hereunder.  The Gross-Up Payment under this Section 5 with
respect to any Payments shall be made no later than thirty (30) days following
such Payment. If the Accounting Firm determines that no Excise Tax is payable
by the Executive, it shall furnish the Executive with a written opinion to such
effect, and to the effect that failure to report the Excise Tax, if any, on the
Executive's applicable federal income tax return will not result in the
imposition of a negligence or similar penalty. In the event the Accounting Firm
determines that the Payments shall be reduced to the Safe Harbor Cap, it shall
furnish the Executive with a written opinion to such effect. The Determination
by the Accounting Firm shall be binding upon the Company and the Executive. As
a result of the uncertainty in the application of Section 4999 of the Code at
the time of the Determination, it is possible that Gross-Up Payments which will
not have been made by the Company should have been made
("Underpayment") or Gross-Up Payments are made by the Company which
should not have been made ("Overpayment"), consistent with the
calculations required to be made hereunder. In the event that the Executive
thereafter is required to make payment of any Excise Tax or additional Excise
Tax, the Accounting Firm shall determine the amount of the Underpayment that
has occurred and any such Underpayment (together with interest at the rate
provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the
Company to or for the benefit of Executive. In the event the amount of the
Gross-Up Payment exceeds the amount necessary to reimburse the Executive for
his Excise Tax, the Accounting Firm shall determine the amount of the
Overpayment that has been made and any such Overpayment (together with interest
at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid
by the Executive (to the extent he has received a refund if the applicable
Excise Tax has been paid to the Internal Revenue Service) to or for the benefit
of the Company. The Executive shall cooperate, to the extent his expenses are
reimbursed by the Company, with any reasonable requests by the Company in
connection with any contests or disputes with the Internal Revenue Service in
connection with the Excise Tax. 


6.                 
Withholding.  The Company shall withhold from any
amount payable to the Executive (or to his beneficiary or estate or any other
person) hereunder all federal, state, local or other taxes that the Company may
reasonably determine are required to be withheld pursuant to any applicable
law, rule or regulation.


9
























7.                 
No Right to Continued Employment.  Nothing in this
Agreement shall be deemed to entitle Executive to continued employment with the
Company or any of its affiliates, and if Executive's employment with the
Company or an affiliate shall terminate prior to a Change in Control, Executive
shall have no further rights under this Agreement (except as otherwise provided
hereunder); provided, however, that, notwithstanding the foregoing, any
termination of Executive's employment during the Termination Period shall be
subject to the provisions of this Agreement.


8.                 
Offset; No Obligation to Mitigate Damages.


(a)               
Offset.  The Company's obligation to make any payments provided
for in this Agreement and otherwise to perform its obligations hereunder shall
be subject to, and may be reduced by the amount related to, any right of
set-off, counterclaim, recoupment, defense or other claim, right or action
which the Company may have against the Executive. 


(b)              
No Obligation to Mitigate.  In no event shall the Executive be
obligated to seek other employment or take any other action by way of
mitigation of the amounts payable to the Executive under any of the provisions
of this Agreement and such amounts shall not be reduced whether or not the
Executive obtains other employment (except as otherwise provided in Section
4(b) with respect to the payment of welfare plan benefits). 


9.                 
Confidentiality; Competition; Solicitation. 


(a)               
Covenants of Executive.  The Company and the Executive recognize
that the Executive's services are special and unique and that the provisions
herein for compensation under Section 4 and Section 5 are partly in
consideration of and conditioned upon the Executive's compliance with the
covenants contained in this Section 9.  Accordingly, during the Term of the
Agreement and until the end of the twelve month period following a Qualifying
Termination of the Executive ( the "Restricted Period"), the Executive shall be
subject to the covenants contained in Sections 9(b), 9(c) and 9(d) herein.


(b)              
Confidentiality.  During the Restricted Period, (i) the Executive
covenants and agrees that he shall hold in a fiduciary capacity for the benefit
of the Company all secret or confidential information, knowledge or data
relating to the Company or any of its affiliates and their respective
businesses, which shall have been obtained by the Executive during the
Executive's employment by the Company or any of its affiliates and which shall
not be or become public knowledge (other than by acts by the Executive or
representatives of the Executive in violation of this Agreement); and (ii) the
Executive shall not, without the prior written consent of the Company or as may
otherwise be required by law or legal process, communicate or divulge any such
information, knowledge or data to anyone other than the Company and those designated
by it. 


(c)               
Solicitation.  During the Restricted Period, the Executive
covenants and agrees that he shall not directly or indirectly disrupt, damage
or interfere with the operation or business of the Company by soliciting or
recruiting the employees of the Company or an affiliate to work for Executive
or other persons or entities.


10























(d)              
Non-Competition.  During the Restricted Period, the Executive
covenants and agrees that he shall not render services for any organization or
engage directly or indirectly in any business that, in the opinion of the
Company, competes with or is in conflict with the interests of the Company in
the Noncompetition Area.  For purposes of this Section 9(d), the
"Noncompetition Area" shall mean the following geographic area:


(i)                 
The Noncompetition Area shall mean any area within or without the United
States in which the Company or an affiliate has operations, including but not
limited to any area within a 30-mile radius of any of the following: Guilford
County, North Carolina; Charlotte, North Carolina; Boston, Massachusetts; Cedar
Rapids, Iowa; Carlsbad, California; Irvine, California; Scotts Valley,
California; San Diego, California; San Jose, California; Boulder, Colorado; Chandler,
Arizona; Phoenix, Arizona; Calgary, Canada; Reading, United Kingdom;
Copenhagen, Denmark; Pandrup, Denmark; Oulu, Finland; Shanghai, People's
Republic of China; and Taiwan, ROC.


(ii)               
In the event the preceding paragraph shall be determined by judicial
action to define too broad a territory to be enforceable, the Noncompetition
Area shall mean any area within a 30-mile radius of any of the following: Guilford
County, North Carolina; Charlotte, North Carolina; Boston, Massachusetts; Cedar
Rapids, Iowa; Carlsbad, California; Irvine, California; Scotts Valley, California;
San Diego, California; San Jose, California; Boulder, Colorado; Chandler,
Arizona; and Phoenix, Arizona.


(iii)              
In the event that the two preceding paragraphs shall be determined by
judicial action to define too broad a territory to be enforceable, the Noncompetition
Area shall mean any area within a 30-mile radius of Guilford County, North
Carolina.


(e)               
Enforceability.  If any of the restrictions contained in this
Section 9 shall be deemed to be unenforceable by reason of the extent,
duration, geographical scope or other provisions thereof, then the parties
hereto contemplate that the court shall reduce such extent, duration,
geographical scope or other provision hereof and enforce this Section 9 in its
reduced form for all purposes in the manner contemplated thereby.  


(f)                
Failure to Comply.  The Executive acknowledges that the covenants
included in Section 9 of this Agreement are crucial to the success of the
Company and that violation of the covenants would immeasurably damage the
Company and/or its affiliates.  In the event that the Executive shall fail to
comply with any provision of this Section 9, and the failure shall continue for
ten (10) days following delivery of notice by the Company to the Executive, all
rights of the Executive and any person claiming under or through him to the
payments or benefits described in this Agreement shall thereupon terminate, and
no person shall be entitled thereafter to receive any payments or benefits
hereunder.  In addition to the foregoing, in the event of a breach by the Executive
of the provisions of this Section 9, the Company shall have and may exercise
any and all other rights and remedies available to the Company at law or
otherwise, including but not limited to obtaining an injunction from a court of
competent jurisdiction enjoining and restraining the Executive from committing
a violation, and the Executive hereby consents to the issuance of an
injunction.  The provisions of this Section 9(f) shall control in the event
that the Executive fails to comply with any covenant or term contained in
Section 9 herein, notwithstanding the terms of Section 17 herein.


11
























10.             
Nonalienability.  No right of or amount payable to the
Executive under this Agreement shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, hypothecation, encumbrance,
charge, execution, attachment, levy or similar process or to setoff against any
obligations or to assignment by operation of law.  Any attempt, voluntary or
involuntary, to effect any action specified in the immediately preceding
sentence shall be void.  However, this Section 10 shall not prohibit the
Executive from designating one or more persons, on a form satisfactory to the
Company, as beneficiary to receive amounts payable to him under this Agreement
in the event that he should die before receiving them.


11.             
Successors and Assigns.


(a)               
The Company.  As used in this
Agreement, "Company" shall mean the Company as defined above and any
successor or assignee to its business and/or assets as aforesaid which assumes
the obligations of the Company under this Agreement or which otherwise becomes
bound by all of the terms and provisions of this Agreement by operation of
law.  If at any time during the term of this Agreement the Executive is
employed by an affiliate (as defined herein) of the Company, such indirect
employment of the Executive by the Company shall not excuse the Company from
performing its obligations under this Agreement as if the Executive were
directly employed by the Company, and the Company agrees that it shall pay or
shall cause such employer to pay any amounts owed to the Executive pursuant to
Section 4 and Section 5 hereof, notwithstanding any such indirect
employment relationship.  For the purposes of this Agreement, an
"affiliate" of the Company shall mean a corporation or other entity a
majority of the voting securities of which is beneficially owned by the
Company, or any other corporation or other entity controlling, controlled by,
or under common control with the Company.


(b)              
The Executive.  This Agreement
shall inure to the benefit of and be enforceable by the Executive's personal
and legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.  If the Executive should die while any
amounts are still payable to him hereunder, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement
to the Executive's beneficiary (in accordance with Section 10 herein) or, if
there be no such beneficiary, to the Executive's estate.


12.             
Waiver; Governing Law.  No
waiver by either party hereto at any time of any breach by the other party
hereto of, or compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time. 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.


13.             
Entire Agreement; Amendment.
 This Agreement contains all of the terms agreed upon between the
Executive and the Company with respect to the subject matter hereof and
replaces and supersedes all prior understandings and agreements between the
Executive and the Company with respect to the matters contemplated in the
Agreement (except for any understandings or agreements reflected in a separate
non-competition, confidentiality, invention or other similar agreement or
agreements between the Company and the Executive).  The Executive and the
Company agree that no term, provision or condition of this Agreement shall be
held to be altered, amended, changed or waived in any respect except as
evidenced by written agreement of the Executive and the Company. 




12

























14.             
Reasonable and Necessary Restrictions.  The Executive
acknowledges that the restrictions, prohibitions and other provisions set forth
in this Agreement, including without limitation the provisions of Section 9
herein, are reasonable, fair and equitable in scope, terms and duration, are
necessary to protect the legitimate business interests of the Company, and are
a material inducement to the Company to enter into this Agreement.  The
Executive covenants that he or she will not challenge the enforceability of this
Agreement nor will he or she raise any equitable defense to its enforcement.


15.             
No Trust Fund; Unfunded Obligation. The obligation of the Company to make payments hereunder shall
constitute an unsecured liability of the Company to the Executive. The Company
shall not be required to establish or maintain any special or separate fund, or
otherwise to segregate assets to assure that such payments shall be made, and
the Executive shall not have any interest in any particular assets of the
Company by reason of its obligations hereunder.  Nothing contained in this
Agreement shall create or be construed as creating a trust of any kind or any
other fiduciary relationship between or among the Company, the Executive, or
any other person. To the extent that any person acquires a right to receive
payment from the Company, such right shall be no greater than the right of an
unsecured creditor of the Company.


16.             
Notices.  For
purposes of this Agreement, notices and all other communications provided for
in the Agreement shall be in writing and shall be deemed to have been duly
given when delivered, one business day after being sent for overnight delivery
by a nationally recognized overnight courier or three business days after being
mailed by United States registered mail, return-receipt requested,
postage-prepaid, addressed as follows:


If to the Company:




            RF Micro Devices, Inc.


7628 Thorndike
Road


Greensboro,   North Carolina  27409-9421


Attention: 
Chief Financial Officer




If to the Executive:




            Robert Van Buskirk








or such
other address as either party have furnished to the other in writing in
accordance herewith, except that notices of change of address shall be
effective only upon receipt.









            17.              
Arbitration, Legal Fees and Expenses.  In the event of any controversy,
claim or dispute between the parties hereto arising out of or relating to this
Agreement (except for any dispute or controversy arising under or in connection
with Section 9), the matter shall be determined by arbitration, which shall take
place in Guilford County, North Carolina, under the rules of the American
Arbitration Association; and a judgment upon such award may be entered in any
court having jurisdiction thereof.  Any decision or award of such
arbitrator shall be final and binding upon the parties.  The parties hereby
consent to the jurisdiction of such arbitrator and of any court having
jurisdiction to enter judgment upon and enforce any action taken by such
arbitrator.  The Company shall pay all reasonable legal fees and expenses
that the Executive may incur as a result of the Company's contesting the
validity, enforceability or the Executive's interpretation of, or determination
under, this Agreement.



            18.             
Severability.    If any provision of this Agreement shall be
held invalid or unenforceable in whole or in part, such invalidity or
unenforceability shall not affect any other provision of this Agreement or part
thereof, each of which shall remain in full force and effect.


19.             
Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original but all of which together will constitute one and the
same instrument.


20.             
Captions; Gender.  The headings and captions contained
in the Agreement are intended for convenience of reference only and have no
substantive significance.  References to the masculine gender shall include
references to the feminine gender, and vice versa.






[Signature Page to Follow]

























IN WITNESS WHEREOF, the parties have executed this
Agreement effective as of the date and year first above written.






                                                                        RF
Micro Devices, Inc.


                                                




                                                                        By:/s/
Robert A. Bruggeworth                           


                                                                        Printed
Name: Robert A. Bruggeworth              


                                                                        Title:    
President and CEO                                          




ATTEST:



 /s/ William A. Priddy, Jr.                                          

Secretary




[Corporate Seal]




                                                                        EXECUTIVE






                                                                      
/s/ Robert Van Buskirk______________________

                                                                        Printed
Name:  Robert Van Buskirk                              








 
15