Exhibit 10.42
 2003 STOCK INCENTIVE PLAN
OF RF MICRO DEVICES, INC.
 Restricted Stock Award Agreement
(Performance-Based and Service-Based Award)
 XXXXXX
 R E C I T A L S
   Incorporation of Plan
 Certain Defined Terms
 (a)
    
    The Award Date is the date on which the Award is or may be
granted to the Participant following the Administrators determination
regarding whether all or a portion of the Performance Objectives have been
attained and completion of such other action as may be necessary to complete
the grant of the Award.(b)
    
    The Effective Date is the effective date of the Agreement, as
stated above.(c)
    
    The Participant is XXXXXX.(d)
    
    Performance Objectives are the specific performance
objectives identified by the Committee in the minutes of the Committees
meeting dated May 1, 2007.




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(e)
    
    The Performance Period is the period beginning May 1, 2007
and ending at the close of the Corporations current fiscal year on March 29,
2008.(f)
    
    The Restriction Period is the period beginning on the Award
Date and ending on such date or dates and occurrence of such conditions as
described in Section 3 of Schedule A attached hereto.(g)
    
    The Shares shall be that number, if any, of shares of Common
Stock subject to the Award which are or may be granted under this Agreement, as
such number may be determined in accordance with Section 1 of Schedule A.
 Award Opportunity; Incorporation of the Terms of Schedule A of the Agreement.
 (a)
    
    The Corporation hereby grants to the Participant an opportunity
to be granted the Award for a certain number of shares of Common Stock (as
defined above, the Shares) based upon the attainment of at least two and up
to six of the Performance Objectives during the Performance Period. The number,
if any, of shares of Common Stock subject to the Award shall be determined by
the Administrator based on the achievement by the Corporation of the
Performance Objectives. No Award of Shares is being granted at this time, and
no Award shall be granted unless and until the Administrator, in its sole
discretion and in accordance with the terms of the Plan and this Agreement,
determines whether and to what extent the Award has been earned (including but
not limited to determining whether and to what extent the Performance
Objectives have been met), determines the number of Shares that shall be
subject to the Award and takes any other action it deems necessary or advisable
in order to complete the grant.(b)
    
    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.
 Grant of Restricted Stock Award
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Dividends and Voting Rights
 Vesting of Award
 (a)
    
    Subject to the terms of the Plan and the Agreement, the Shares
subject to the Award shall be deemed vested, and such Shares shall be
distributable as provided in Section 8 herein, upon such date or dates, and
subject to such conditions, as are described in this Agreement, including
Section 3 of 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 been earned and vested and to interpret the terms
and conditions of this Agreement and the Plan.
 Effect of Termination of Employment; Forfeiture of Award
 Settlement of Award
 No Right of Continued Employment or Service
 Nontransferability of Award and Shares
 3




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Withholding; Tax Consequences
 Administration
 Superseding Agreement; Binding Effect
 Governing Law
 Amendment and Termination; Waiver
 Notices
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Severability
 Restrictions on Award and Shares
 Counterparts; Further Instruments
  RF MICRO DEVICES, INC.By:

/s/  Robert A. BruggeworthRobert A. BruggeworthPresident and Chief Executive Officer  /s/ William PriddyWilliam PriddySecretary & 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
(Performance-Based and Service-Based Award)
 Schedule A/Grant Letter
 Award Opportunity
 (a)
    
    Pursuant to the terms and conditions of the Corporations 2003
Stock Incentive Plan, as amended (the Plan), you (the Participant) are
eligible to be granted a restricted stock award (the Award) for that number of
Shares (the Shares) of Common Stock as may be determined pursuant to Section 1
herein.(b)
    
    No Award will be granted unless at least two of the Performance
Objectives are met during the Performance Period. If two of the Performance
Objectives are met, the Participant shall be granted an Award for the Threshold
number of shares (50% of Target). If three of the Performance Objectives are
met, the Participant shall be granted an Award for 75% of the Target
number of shares. If four of the Performance Objectives are met, the Participant shall be
granted an Award for 100% of the Target number of shares. If five of the
Performance Objectives are met, the Participant shall be granted an Award for
125% of the Target number of shares. If all six of the Performance Objectives
are met, the Participant shall be granted an Award for the Maximum
number of shares (150% of Target). The Award shall not be granted until following the end
of the Performance Period and then only if the terms and conditions described in
the Agreement have been met. The actual number of shares which may be subject
to the Award shall be as provided in Section 1(c), below.(c)
    
    Number of Shares Potentially Subject to Award:
 Threshold Number of Shares (50% of Target):75% of Target:Target Number of Shares (100% of Target):125% of Target:Maximum Number of Shares (150% of Target):
 (d)
    
    The Performance Objectives must be met, if at all, during the
Performance Period. The Administrator has sole discretion to determine if, and
to what extent, any or all Performance Objectives are met and to interpret the
other terms and conditions of this Agreement.
 Performance Objectives
 Vesting of Award
 (i)
    
    The Award shall be deemed vested with respect to
fifty percent (50%) of the Shares subject to the Award on the Award
Date, subject to the
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continued employment or service of the Participant with the
Corporation or a related entity through such vesting date;(ii)
    
    The Award shall be deemed vested with respect to
an additional twenty-five percent (25%) (for a total of seventy-five
percent (75%)) of the Shares subject to the Award on the first
anniversary of the Award Date, subject to the continued employment or
service of the Participant with the Corporation or a related entity
through such vesting date; and(iii)
    
    The Award shall be deemed vested with respect to
an additional twenty-five percent (25%) (for a total of one hundred
percent (100%)) of the Shares subject to the Award on the second
anniversary of the Award Date, subject to the continued employment or
service of the Participant with the Corporation or a related entity
through such vesting date.
 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 Corporation
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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