EMPLOYMENT AGREEMENT




        THIS EMPLOYMENT AGREEMENT (this
"Agreement") is made and entered into as of the 12th day of November, 2008 (the
"Effective Date"), by and between RF MICRO DEVICES, INC., a North
Carolina corporation (the "Company"), and ROBERT A. BRUGGEWORTH (the
"Executive").


RECITALS:


        The Company is in the business of designing,
developing, manufacturing, assembling and marketing radio frequency components
and system solutions for mobile communications applications.  The Executive is
experienced in, and knowledgeable concerning, the material aspects of such
business.  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.  The Executive has heretofore
been employed by the Company as its President and Chief Executive Officer.  To
further the Company's goal of maintaining a sound and vital management group,
the Company desires to continue to employ the Executive as its President and
Chief Executive Officer, and the Executive desires to continue to be employed
by the Company in such capacities.  The Company and the Executive agree that
due to the special nature of the Executive's position with the Company and the
need to ensure that the Company's and the Executive's rights and obligations
concerning the Executive's continued employment with the Company are
specifically identified and agreed upon in writing, the parties desire to
reduce to writing the terms of their understanding and to provide for the
Executive's continued employment by the Company pursuant to the terms of this
Agreement.


    NOW, THEREFORE, in consideration of the
foregoing and of the mutual covenants and obligations hereinafter set forth,
the parties hereto, intending to be legally bound, hereby agree as follows:


 






          Section 1.    
  Definitions.  In addition to other terms
defined herein, wherever used in this Agreement, including the Recitals and
this Section 1, the following terms shall have the meanings set forth
below (unless otherwise indicated by the context), and such meanings shall be
applicable to both the singular and plural form (except where otherwise
expressly indicated):

          1.1             
  "Accrued Annual Bonus" means the product of (x) and
(y), where (x) is the annual bonus (if any) that would have been earned by the
Executive under the Cash Bonus Plan with respect to the performance period (as
defined in the Cash Bonus Plan) in which the Termination Date of the Executive
occurs had the Executive been employed on the date of payment of such bonus,
and (y) is a fraction, the numerator of which is the number of days in the
performance period in which the Termination Date occurs during which the
Executive was employed pursuant to the terms of this Agreement, and the
denominator of which is 365.

          1.2             
  "Accrued Target Bonus" means the product of (x) and
(y), where (x) is the target annual bonus opportunity (as defined in the Cash
Bonus Plan) with respect to the performance period (as defined in the Cash
Bonus Plan) for the Executive for the performance period in which the
Termination Date of the Executive occurs, and (y) is a fraction, the numerator
of which is the number of days in the performance period in which the
Termination Date occurs during which the Executive was employed pursuant to the
terms of this Agreement, and the denominator of which is 365.

          1.3             
  "Affiliate" has the meaning set forth in Rule 12b-2
under the Securities Exchange Act of 1934, as amended.

          1.4             
   "Base Salary" means the annual base salary payable to
the Executive as the same may be adjusted as provided in Section 4.1.  The
initial Base Salary shall be $610,000.






	
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          1.5             
  "Beneficiary" means the individual, trust or other
legal entity designated by the Executive on the form attached to this Agreement
as Exhibit B and filed with the Company prior to his death (the
"Beneficiary Designation Form").  The Executive may name on the Beneficiary
Designation Form one or more primary beneficiaries and one or more contingent
beneficiaries, who shall be entitled to receive following his death any payments
due him under this Agreement, which beneficiary or beneficiaries shall be
subject to change from time to time by filing a new Beneficiary Designation
Form with the Board.  If the Executive fails to designate a beneficiary,
primary or contingent, then and in such event, such death benefits shall be
paid to the surviving spouse of the Executive or, if he shall leave no
surviving spouse, then to the Executive's estate.  If a named beneficiary
entitled to receive any death benefit is not living or in existence at the
death of the Executive, then and in any such event, such death benefits shall
be paid to the other primary beneficiary or beneficiaries named by the
Executive who shall then be living or in existence, if any, otherwise to the
contingent beneficiary or beneficiaries named by the Executive who shall then
be living or in existence, if any; but if there are no primary or contingent
beneficiaries then living or in existence, such death benefits shall be paid to
the surviving spouse of the Executive or, if he shall leave no surviving
spouse, then to the Executive's estate.  If a named beneficiary is receiving or
is entitled to receive payments of any such death benefits and dies before
receiving all of the payments due him or her, any remaining benefits shall be
paid to the other primary beneficiary or beneficiaries named by the Executive
who shall then be living or in existence, if any, otherwise to the contingent
beneficiary or beneficiaries named by the Executive who shall then be living or
in existence, if any; but if there are no primary or contingent beneficiaries
then living or in existence, the balance shall be paid to the estate of the
beneficiary who was last receiving the payments.

          1.6             
  "Board" means the Board of Directors of the Company.

          1.7             
  "Business" means any business engaged in, any service
provided by, or any product produced by the Company, including, but not limited
to, the business of designing, developing, manufacturing and marketing radio
frequency components and system solutions for mobile communications
applications.

          1.8             
  "Cash Bonus Plan" means that certain RF Micro Devices,
Inc. Cash Bonus Plan (or any successor thereto) under which the Executive may
earn an annual cash bonus with respect to each performance period (as defined
in such plan) during the Term.

          1.9             
  "Cause" means one or more of the following:






	
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            (i)                 
the willful and continued failure of the Executive to perform his duties
with the Company that continues for a period of thirty (30) days after written
notice from the Company to the Executive (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 from the Company a written notice of
termination for any reason other than for Cause or after the Executive has
delivered to the Company a Notice of Termination (as described in Section
2.6));

            (ii)               
the Executive's willfully or recklessly engaging in conduct that
materially damages the business or reputation of the Company or any Affiliate;

            (iii)              
the conviction of the Executive by a court of competent jurisdiction of,
or a plea by the Executive of "guilty" or "no contest" to, a felony, or any
misdemeanor that involves moral turpitude;

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

            (v)               
any diversion by the Executive of a material business opportunity from
the Company for his own personal benefit without the written consent of the
Board that continues for a period of thirty (30) days after written notice from
the Company to the Executive;

            (vi)             
any willful breach by the Executive of a material term of this Agreement
(including, but not limited to, any covenant contained in Section 6 of
this Agreement) that continues for a period of thirty (30) days after written
notice from the Company to the Executive;

            (vii)            
the repeated use of alcohol by the Executive in a manner that materially
interferes with the performance of his duties or the illegal use by the
Executive of a "controlled substance" (as defined in the North Carolina
Controlled Substance Act, N.C. Gen. Stat., Chapter 90, Sections 86 to 113.8);
or

  






	
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            (viii)          
any willful and material violation of any provision of the Company's
Corporate Governance Guidelines, the Company's Code of Business Conduct and
Ethics and other similar codes, policies and guidelines adopted from time to
time by the Board (including, but not limited to, those policies related to
equal employment opportunity and harassment);

            (ix)             
the Executive's willful and material violation of the requirements of
the Sarbanes-Oxley Act of 2002 or any other federal or state securities law,
rule or regulation, including, without limitation, the Executive's engagement
in any willful conduct that results in the Executive's obligation to reimburse
the Company for the amount of any bonus, incentive-based compensation,
equity-based compensation, profits realized from the sale of the Company's
securities or other compensation pursuant to application of the provisions of
Section 304 of the Sarbanes-Oxley Act of 2002.

  




Cause shall be determined solely by the Board in the
exercise of good faith and reasonable judgment; provided, however, that the
Executive shall retain the right to contest any determination of Cause through
appropriate legal means.  For purposes of this provision, no act or failure to
act on the part of the Executive shall be considered "willful" unless it is
done, or omitted to be done, by the Executive in bad faith or without a
reasonable belief that the Executive's action or omission was in the best
interests of the Company.  Cause shall not include the Executive's Total
Disability.



          1.10         
   "CIC Agreement" means that certain Amended and
Restated Change in Control Agreement, dated as of January 10, 2003, by and
between the Executive and the Company, as such agreement may be further
amended, modified or restated.

          1.11         
   "Code" means the Internal Revenue Code of 1986, as
amended, and rules, regulations and other written guidance issued thereunder.

          1.12         
  "Commencement Date" means the first day of the
calendar month next following the calendar month in which the Executive
receives his final payment of Base Salary pursuant to Section 5.1.

          1.13         
  "Company" means RF Micro Devices, Inc., a North Carolina corporation with its principal offices at Greensboro, North Carolina.

          1.14         
  "Company Health Care Plan" means the group health plan
or program and the group dental plan or program (in each case whether insured
or self-insured, or any combination thereof) provided by the Company for the
benefit of its active employees and their dependents.






	
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          1.15         
  "Disability Period" means the 180-day period next
following the date on which the Executive becomes Totally Disabled.  

          1.16         
  "Equity Plans" means the equity-based compensation
plans established by the Company for the benefit of certain key employees,
including the 2003 Stock Incentive Plan, the 1999 Stock Incentive Plan, the
1997 Key Employees' Stock Option Plan, the Employee Stock Purchase Plan and
such other equity plans and programs adopted by the Company from time to time.

          1.17         
  "Excise Tax" means the excise tax on excess parachute
payments under Section 4999 of the Code (or any successor or similar
provision thereof), including any interest or penalties with respect to such
excise tax.

          1.18         
  "Good Reason" means, subject to the conditions set
forth in this Section 1.18, the occurrence on or after the Effective Date of
one or more of the following:

  
            (i)                 
any material reduction by the Company in the Executive's basic duties
and responsibilities other than as a result of the appointment by the Board of
another individual to serve as President of the Company as permitted by Section
3.1, provided the Executive continues to have all powers and authority
customarily associated with the position of Chief Executive Officer and the
President reports to the Executive as Chief Executive Officer; 

            (ii)               
any material reduction by the Company of the Executive's Base Salary,
other than a reduction in accordance with the Executive's written consent or
that is part of a salary reduction plan implemented by the Board and applicable
on a proportionate basis to all Named Executive Officers (and not the Executive
singly);

  






	
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            (iii)              
any failure by the Company to continue the Executive's ability to
participate in the Equity Plans, the Retirement Plans or the Welfare Benefit
Plans 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 therefor plans or arrangements
providing the Executive with essentially equivalent and no less favorable
benefits, or any action or inaction by the Company that 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 Cash Bonus Plan payments due to the failure to
attain certain performance-based objectives, (B) a reduction in the
Executive's benefits due to the Company's decision to discontinue the availability
of or modify or amend any plan or arrangement for all officers or all
employees, as the case may be (and not the Executive singly) or (C) the
substitution for any incentive or bonus plan of an alternate plan or
arrangement having a reasonably equivalent opportunity to earn payments
comparable to those earned under the current plans, shall not be deemed to
constitute "Good Reason" under this Section 1.18(iii);

           (iv)             
a relocation of the Company's principal executive offices to a location
in excess of one hundred ten (110) miles from Greensboro, North Carolina
without the Executive's express written consent;

            (v)               
any material reduction in the number of paid vacation days to which the
Executive is entitled as of the Effective Date (other than a reduction with the
Executive's written consent); 

            (vi)             
any failure of 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 14 herein;

            (vii)            
any involuntary loss of the Executive's position as a member of the
Board; or

            (viii)          
any material breach by the Company of its obligations under this
Agreement whether or not specified elsewhere in this Section 1.18.

  






	
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Notwithstanding the foregoing, the occurrence of an event
that would otherwise constitute Good Reason under this Section 1.18 shall cease
to be an event constituting Good Reason if the Executive fails to provide the
Company with notice of the occurrence of any of the foregoing within the thirty
(30) day period immediately following the date on which the Executive first
becomes aware of the occurrence of such event or the last occurrence of any
event, which taken together with any other event, is alleged to constitute Good
Reason.



          1.19         
   "ICN Agreement" means that certain Inventions,
Confidentiality and Nonsolicitation Agreement, dated September 20, 1999, by and
between the Company and the Executive, as such agreement may be further
amended, modified or restated.

          1.20         
  "Individual Health Care Policy" means an individual
policy of health insurance providing coverage for the Executive and his
dependents which is substantially identical to the coverage provided under the
Company Health Care Plan to active employees and their dependents.

          1.21         
   "Named Executive Officers" means each employee of the
Company who is identified or otherwise described in Item 402(a)(3) of
Regulation S-K (17 C.F.R.. Part 229) or any successor thereto, as the same may
be amended from time to time.

          1.22         
   "Person" means any individual, partnership, limited
liability company, joint venture, corporation, company, firm, group or other
entity.

          1.23         
  "Prohibited Activity" shall have the meaning given
such term in Section 20(b).

          1.24         
  "Prohibited Activity Term" shall have the meaning given
such term in Section 20(b).

          1.25         
  "Restricted Area" means the United States of America.

          1.26         
  "Restricted Period" means the Term and the
twenty-four-month period next following the expiration of the Term unless the
Company gives Notice of Non-Extension (as described in Section 2.1) in which
case the Restricted Period shall mean and expire with the Term.






	
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          1.27         
  "Retirement Plans" means any tax-qualified retirement
plans sponsored by the Company for the benefit of its employees and any
non-qualified deferred compensation plans or arrangements sponsored by the
Company for the benefit of certain key employees.  As of the Effective Date,
the Retirement Plans sponsored by the Company are listed on Exhibit A
attached hereto.

          1.28         
  "Severance Event" means the Termination of the Executive
(including a Termination that occurs after the Term has been fixed to a
definite two-year period in accordance with Section 2.1 and before the
expiration of the fixed Term) by the Company other than for Cause (including a
Termination effected by the Company by giving notice to the Executive pursuant
to Section 2.1), or by the Executive for Good Reason.  In no event shall any
one of the following events be treated as a Severance Event:

  
            (i)                 
Termination of the Executive as a result of his death;

            (ii)               
Termination of the Executive by the Company for Cause;

            (iii)              
Termination by the Executive for any reason other than Good Reason,
including Termination as a result of the Executive giving notice to the Company
pursuant to Section 2.1; 

            (iv)             
Termination of the Executive upon expiration of the Term after the Term
has been fixed by either party for a definite two-year period in accordance
with Section 2.1; or

            (v)               
Termination of the Executive as a result of his Total Disability.

  

          1.29         
  "Severance Period" means a period equal to twenty-four
(24) consecutive calendar months.  The Severance Period shall commence on the
Commencement Date.

          1.30         
   "Term" means the term of the Executive's employment
under this Agreement as provided in Section 2.1.

          1.31         
  "Termination" and any derivative of that term means
the Executive's separation from service with the Company (as defined in Section
409A of the Code).






	
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          1.32         
  "Termination Date" means the date the Term expires
pursuant to the provisions of Section 2.1.

          1.33         
   "Total Disability" means the total
disability of the Executive as determined by the insurance company which issued
the "Company Policy."  The Company Policy is any disability insurance
policy on the life of the Executive (whether a group or individual policy)
which is owned by the Company or for which premiums are paid, directly or
indirectly by reimbursement, payroll deduction or otherwise, by the Company. 
If there is more than one Company Policy, the Company Policy shall be deemed to
be the policy providing the greatest disability benefits.  For purposes of this
Agreement, the Total Disability of the Executive shall be deemed to exist at
all times during which the Executive is considered by the insurance company
which issued the Company Policy to be eligible for long-term disability
benefits by reason of his being totally disabled under the terms of such
policy.  In the event there is no Company Policy, Total Disability shall mean
the inability, by reason of physical or mental infirmity, or both, of the
Executive to perform satisfactorily the essential functions of his position with
the Company with or without a reasonable accommodation and which in the
opinion of a medical doctor is expected to be permanent or to last for an
indefinite duration.  The medical doctor shall be mutually selected by the
Board and the Executive (or if the Executive is unable to make such selection,
by his legal representative, or if there is not a legal representative, then by
an adult member of the Executive's immediate family).  The determination of the
medical doctor shall be binding and conclusive on the parties hereto.  The fees
and expenses of the medical doctor shall be paid by the Company.

          1.34         
  "Welfare Benefit Plans" means the welfare benefit
plans and arrangements sponsored from time to time by the Company for the
benefit of its employees, including, without limitation, any life insurance,
accident, disability, medical, vision, prescription drug, vacation, sick leave
and dental plans, policies or arrangements which are generally available to the
employees of the Company.  As of the Effective Date, the Welfare Benefit Plans
sponsored by the Company are listed on Exhibit A attached hereto.  The
Company Health Care Plan is a Welfare Benefit Plan.

  
    Section 2.                    
    Employment Term.

  






	
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          2.1             
  Term of Employment.  The Term shall commence as of the
Effective Date, and shall continue until the earliest to occur of one of the
following dates (the "Termination Date"):  (i) the day next preceding the
second anniversary of the Effective Date (except as otherwise provided in this
Section 2.1); (ii) the date of death of the Executive; (iii) the specified date
of Termination under the notice termination provisions of Section 2.2; (iv) the
date of Termination of the Executive for Cause; (v) the date of Termination by
the Executive for Good Reason; or (vi) if the Executive's Total Disability continues
through the end of the Disability Period, the date coinciding with the end of
the Disability Period.  Notwithstanding the provisions of subparagraph (i)
of this Section 2.1, as of each day following the Effective Date, the Term
shall be extended automatically, without any further action by the Company or
the Executive, for an additional day unless either party shall give notice (the
"Notice of Non-Extension") to the other party in writing that it desires to fix
the remaining Term for a definite two-year period commencing on the date such
Notice of Non-Extension becomes effective.  Such notice shall become effective
ten (10) days after the date the notice is received and no further automatic
daily extensions of the Term shall occur after such effective date.  All
references herein to the "Term" shall include the initial Term and all
automatic daily extensions as provided in this Section 2.1.

          2.2             
  Termination by Giving Notice.  If the Company desires
to Terminate the Executive other than for Cause or the Executive desires to
Terminate prior to the expiration of the Term other than for Good Reason (a
"Notice Termination"), the party desiring to initiate such Termination shall
give not less thirty (30) days written notice of such desire to the other party
specifying the date of Termination.  






	
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          2.3             
  Termination for Cause.  At any time that Cause (as
defined in Section 1.9) exists, the Company shall have the right to Terminate
the Executive for Cause.  If the Company desires to Terminate the Executive for
Cause, it shall give notice to the Executive as provided in Section 2.6.  If
the Company is Terminating the Executive for a reason described in Section 1.9
(i), (ii), (v) or (vi), the Executive shall have thirty (30) days after notice
has been received by him to cure the reason given in the notice.  If the reason
given in the notice is cured by the Executive within such 30-day period, or if
the reason given in the notice cannot reasonably be fully cured within such
30-day period, but the Executive commences to cure such reason within such
30-day period to the reasonable satisfaction of the Board, Cause shall not
exist and the Company's notice shall become null and void.  If the Company is
Terminating the Executive for any other for Cause reason, the Termination for
Cause shall be effective as of the date specified in the Notice of Termination
(as defined in Section 2.6).

          2.4             
  Termination for Good Reason.  At any time that Good
Reason (as defined in Section 1.8) exists, the Executive may Terminate for Good
Reason.  If the Executive desires to Terminate for Good Reason, he shall give
notice to the Company as provided in Section 2.6.  

          2.5             
  Termination for Total Disability.  Should the Total
Disability of the Executive continue through the end of the Disability Period,
the Company may terminate the Executive for Total Disability at any time after
the expiration of the Disability Period while the Total Disability of the
Executive continues.  If, however, prior to the Termination of the Executive
for Total Disability, the Total Disability of the Executive shall have ceased
under the terms of the Company Policy (or if there is no Company Policy, shall
have ceased under the definition of Total Disability set forth in Section 1.31)
and he shall have commenced to perform his regular duties hereunder, the
following special provisions shall apply:  (i) this Agreement shall continue in
full force and effect (except as otherwise provided in this Section 2); (ii)
the Disability Period shall cease as of the date the Executive ceased to be
Totally Disabled; and (iii) the Executive shall resume his employment under
this Agreement and receive thereafter compensation in accordance with
Section 4 as though he had not been Totally Disabled; provided, however,
that unless the Executive shall perform his regular duties hereunder for a
continuous period of at least one hundred eighty (180) days following a period
of Total Disability before he again becomes Totally Disabled, he shall not be
entitled to start a new Disability Period, but instead must continue under the
remaining portion (that is, the remaining number of days) of the original
Disability Period.  In this event, the resumption of the original Disability
Period shall commence on the date such Total Disability resumed.






	
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          2.6             
  Notice of Termination.  Any Termination by the Company
for Cause, or by the Executive for Good Reason, shall be communicated by Notice
of Termination to the other party hereto.  For purposes of this Agreement, a
"Notice of Termination" means a written notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
Termination of the Executive under the provision so indicated, and (iii) if the
Termination Date is other than the date of receipt of such notice, specifies
the effective date of Termination, which can never be any earlier than the date
of receipt of such notice.  The failure by the Executive or the Company to set
forth in the Notice of Termination any fact or circumstance which contributes
to a showing of the reason given for the Termination of the Executive shall not
waive any right of the Executive or the Company hereunder or preclude the
Executive or the Company from asserting such fact or circumstance in enforcing
the Executive's or the Company's rights hereunder.

      Section
3.                   
  Duties and Extent of Services.

          3.1             
  Position, Responsibilities and Duties.  During the
Term, the Executive shall serve as the Chief Executive Officer of the Company. 
The Executive shall also serve as President.  The Executive acknowledges,
however, that the Board may, in its sole and absolute discretion, appoint
another individual during the Term to serve as President and such appointment
by the Board shall not be considered a breach of this Agreement  (so long as
the Executive continues to hold all of the responsibility and authority
customarily associated with the position of Chief Executive Officer and the
President reports to the Executive as Chief Executive Officer).  The Company
intends that the Executive shall serve as a member of the Board, and shall (i)
nominate the Executive for re-election on each occasion during the Term when
his term as a director is scheduled to expire, (ii) in all proxy and other
materials recommend that shareholders vote in favor of Executive's election as
a director, (iii) not directly or indirectly oppose or withdraw support for
Executive's election as a director, and (iv) solicit proxies from shareholders
authorizing the named proxy holders to vote in favor of Executive's candidacy. 
The Company shall have no liability under this Agreement if the Executive is
not elected by the shareholders to serve as a member of the Board, except
insofar as the same provides the Executive with a basis to terminate this
Agreement for Good Reason.  The Executive shall have such duties and
responsibilities as are commensurate with one holding the position of President
and Chief Executive Officer and shall additionally render such other services
and perform such other duties as may be reasonably assigned to him from time to
time by the Board.






	
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          3.2             
  Extent of Services; Outside Activities.  The Executive
shall be a full-time employee of the Company and shall devote his full business
time, skill, energies and efforts to the duties required of him in the
positions described in this Section 3, and in such other positions or offices
of the Company or its Affiliates as may be required of him hereunder consistent
with such positions.  Notwithstanding the foregoing provisions of this Section
3.2, the Executive may serve during the Term as a non‐management director
of no more than two (2) for-profit businesses and no more than two (2)
not-for-profit organizations; provided, however, that the Executive may not
serve in such capacity with respect to any such organizations without obtaining
all prior approvals required under the Company's Corporate Governance
Guidelines and other applicable policies.  

      Section 4.                   
  Compensation and Benefits.  For all services
rendered by the Executive during the Term, including without limitation,
services as an executive, officer, director or member of any committee of the
Board of the Company or of any subsidiary, Affiliate, or division thereof, the
Company shall compensate the Executive as follows:

          4.1             
  Base Salary.  The Executive shall be paid for his
services during the Term the Base Salary, payable in appropriate installments
to conform with regular payroll dates for salaried personnel of the Company. 
The Executive's Base Salary shall be reviewed annually by the Board and may be
increased in the discretion of the Board.  The Executive acknowledges and
agrees that his Base Salary may be reduced as part of a salary reduction plan
approved by the Board applicable to all Named Executive Officers (and not the
Executive singly) on a proportionate basis.

          4.2             
  Incentive Bonus Compensation.  In addition to the Base
Salary provided for in Section 4.1, the Executive shall be eligible under the
Cash Bonus Plan to earn a bonus with respect to each performance period (as
defined thereunder) during the Term.  The Executive's "target" annual bonus
opportunity (as defined in the Cash Bonus Plan) for any annual performance
period shall not be less than 100% of his Base Salary.






	
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          4.3             
  Equity-Based Compensation.  The Executive shall be
eligible for periodic grants of equity compensation awards under the Company's
2003 Stock Incentive Plan or any successor  Equity Plan, in the sole discretion
of the Compensation Committee of the Board.  In determining the periodic
grants, the Executive shall be treated similarly to other senior executive
officers of the Company, taking into account the position of the Executive.

          4.4             
  Other Plans.  In addition to the Base Salary, bonuses
and equity compensation provided for in Sections 4.1, 4.2 and 4.3, the
Executive shall be entitled to participate in any other bonus or incentive
plans of the Company (whether now in existence or hereinafter established) in
which other senior executive officers of the Company as a group are entitled to
participate on a basis no less favorable to the Executive then other senior
executive officers.  The Executive shall also be entitled to participate in the
Retirement Plans and Welfare Benefit Plans on the same basis as other senior
executive officers of the Company.  

          4.5             
  Expenses.  The Company agrees to reimburse the
Executive for all reasonable travel and business expenses incurred by him in
the performance of his duties hereunder in accordance with the Company's
business expense reimbursement policies as in effect from time to time.  The
Company will reimburse the Executive for all reasonable attorneys' fees
incurred by him in connection with the negotiation and preparation of this
Agreement promptly when and as statements of counsel are submitted to the
Company by the Executive.  All reimbursements must be made no later than the
end of the calendar year following the calendar year in which the expense was
incurred.  The expenses eligible for reimbursement under this Section 4.5 in
any calendar year shall not affect any expenses eligible for reimbursement or
in-kind benefits to be provided to the Executive in any other calendar year. 
The Executive's rights under this Section 4.5 shall not be subject to
liquidation or exchange for any other benefit.

          4.6             
  D&O Insurance.  The Company shall indemnify the
Executive and provide him with advancement of expenses to the fullest extent
permitted by law.  Without limiting the foregoing, the Company shall also
provide the Executive with customary directors and officers liability insurance
coverage as determined by the Board, in any event on terms no less favorable to
the Executive than those provided to any other officers or employee directors
of the Company.

          4.7              Paid Time Off. 
  The Executive shall be entitled to vacation and sick leave or paid time off
  ("PTO") during the Term, commensurate with his position and in accordance with
  the Company's established policy for senior executive officers.  The
  Executive shall continue to receive the compensation provided for in this
  Section 4 during the time of any PTO. 






	
  15

  






 







 


      Section 5.                    
  Obligations of Company Upon Termination; Termination
Compensation.

          5.1             
  Termination for Any Reason.  Upon the Termination of
the Executive for any reason, the Executive shall be entitled to continue to
receive his Base Salary through the Termination Date.  In addition, the
Executive shall be entitled to receive any previously earned but unpaid annual
bonus under the Cash Bonus Plan for the completed performance period (as
defined in the Cash Bonus Plan) immediately prior to the performance period in
which his Termination Date occurs, the amount of such unpaid annual bonus to be
paid within thirty (30) days of his Termination Date.  The rights and benefits
of the Executive under the Equity Plans, Retirement Plans and Welfare Benefit
Plans shall be as determined under such benefit plans.  The Executive shall
also be paid for any unused PTO in accordance with the PTO programs and
policies of the Company in effect as of the Termination Date.

          5.2             
  Termination by Reason of Death.  If the Executive
shall die during the Term, (i) the Executive's Beneficiary shall be entitled to
receive the compensation and benefits provided for in Section 5.1; and (ii) the
Executive's Beneficiary shall also be entitled to receive the greater of (A)
the Executive's Accrued Annual Bonus or (B) the Executive's Accrued Target
Bonus, in each case for the performance period in which the Termination Date of
the Executive occurs, payable within forty-five (45) days following the end of
the performance period in which the Executive's Termination Date occurs. 
Except as provided in this Section 5.2, the Executive acknowledges that no
special death benefit shall be payable under this Agreement to the Executive's
Beneficiary as a result of his death.  In the event the Executive becomes
entitled to receive any payments pursuant to this Agreement, and he dies prior
to receiving any or all of the payments to which he is entitled, then such
remaining payments shall be made to his Beneficiary.
        5.3             
  Termination as a Result of Total Disability.  If the
Term of the Executive's employment ends by reason of his Total Disability, (i)
the Executive shall be entitled to receive the compensation and the benefits
provided for in Section 5.1; and (ii) the Executive shall be entitled to
receive the greater of (A) his Accrued Annual Bonus (to the extent earned) or
(B) the Executive's Accrued Target Bonus, in each case for the performance
period in which his Termination Date occurs, payable within forty-five (45)
days following the end of the performance period in which his Termination Date
occurs.    Except as provided in this Section 5.3, the Executive acknowledges
that no special disability benefit is provided to the Executive under this
Agreement.

 	
  16






   


  




 

          5.4             
  Termination Upon Severance Event.  In addition to the
compensation and benefits provided for in Section 5.1 and except as otherwise
provided in this Section 5.4, upon the occurrence of a Severance Event, the
Executive shall be entitled to the following:

  
            (a)               
    Salary Continuation.  The Executive shall be entitled to receive
during the Severance Period salary continuation payments in an aggregate amount
equal to two (2) times his Base Salary.  Subject to the payment restrictions on
"key employees" described in Section 10, the salary continuation payments
shall be paid during the Severance Period in equal periodic installments, each
of which is intended to be a separate payment for purposes of Treasury
Regulations Section 1.409A-2(b)(2)(iii), in accordance with the payroll
schedule for salaried personnel of the Company.

            (b)              
    Accrued Annual Bonus.  The Executive shall be entitled to receive
his Accrued Annual Bonus, payable within forty-five (45) days following the end
of the performance period in which the Termination Date occurs.

            (c)               
    Special Bonus.  In addition to any bonus payable under Section
5.4(b), the Executive shall be entitled to receive during the Severance Period
an amount equal to two (2) times his target annual bonus opportunity (as
defined in the Cash Bonus Plan) for the year in which his Termination Date
occurs.  Subject to the payment restrictions on "key employees" described in
Section 10, the amount of this special bonus shall be paid during the
Severance Period in equal periodic installments, each of which is intended to
be a separate payment for purposes of Treasury Regulations Section
1.409A-2(b)(2)(iii), in accordance with the payroll schedule for salaried
personnel of the Company.  

            (d)              
    Special Health Care Benefit.  Upon the occurrence of a Severance
Event, the Executive shall be entitled to the following special health care
benefits:
  
  






	
  17






 




 


  
         (i)                 
The Executive shall be entitled to participate (treating the Executive
as an "active employee" of the Company for this purpose) in the Company Health
Care Plan during the Severance Period (the "Continuation Coverage").  The
Company shall use its best efforts to provide the Executive and his dependents with
the Continuation Coverage under the Company Health Care Plan, including, if
necessary, amending the applicable provisions of the Company Health Care Plan
and negotiating the addition of any necessary riders to any group health
insurance contract.  During the Severance Period, the Executive shall pay the
entire premium required for the Continuation Coverage under the Company Health
Care Plan.  During the first eighteen (18) months of the Severance Period, the
premium required for the Continuation Coverage shall be equal to the premium
required by the continuation of coverage requirements of Section 4980B of the
Code and Part 6 of Title I of the Employee Retirement Income Security
Act of 1974, as amended ("COBRA") for such Continuation Coverage (the "COBRA Rate"). 
During the remainder of the Severance Period, the premium required for the
Continuation Coverage shall be greater of the COBRA Rate or the actuarially
determined cost of the Continuation Coverage as determined by an actuary
selected by the Company.

  




  
            (ii)               
If at any time during the Severance Period the Company is unable for
whatever reason to provide the Executive with the Continuation Coverage under
the Company Health Care Plan, the Company shall use its best efforts to provide
the Executive coverage under an Individual Health Care Policy providing
coverage which is substantially identical to the Continuation Coverage to be
provided under the Company Health Care Plan.  In such event, the Executive
shall pay the entire premium charged for coverage of the Executive and his
dependents under the Individual Health Care Policy.

            (iii)              
The Continuation Coverage provided to the Executive and his dependents
pursuant to this subsection (d) is intended to satisfy the continuation of
coverage requirements of COBRA.  In the event that the period of Continuation
Coverage expires prior to the end of the period of continuation coverage to
which the Executive and his dependents would be entitled under COBRA (the
"COBRA Period"), the Executive and/or his dependents may elect continuation
coverage under COBRA ("COBRA Coverage") for the remainder of the COBRA Period. 
The Executive and/or his dependents shall be responsible for paying the full
amount of the premium charged for such COBRA Coverage under the Company Health
Care Plan at the COBRA Rate.  Notwithstanding the foregoing provisions of this
subsection (d), in the event that the Continuation Coverage for whatever reason
does not satisfy the continuation of coverage requirements of COBRA, the
Executive and/or his dependents shall be entitled to elect COBRA Coverage in
lieu of the Continuation Coverage described in this subsection (d).  In such
event, the Executive and/or his dependents shall be responsible for paying the
full amount of the premium charged for such COBRA Coverage under the Company
Health Care Plan at the COBRA Rate.

  






	
  18






 




 


  
            (iv)             
During the Severance Period, the Company shall pay to the Executive a
monthly special benefit as determined pursuant to the provisions of this
subparagraph (iv) (the "Special Benefit").  The amount of the monthly Special
Benefit shall be equal to that portion of the premium paid by the Executive for
the Continuation Coverage that exceeds the amount required to be paid by an
"active employee" for his share of the cost of family coverage.  Such Special
Benefit shall be paid to the Executive on the 20th day of each
calendar month during the Severance Period, or within ten (10) business days
thereafter.  In addition, the Company shall pay to the Executive an annual
special bonus equal to the amount necessary to pay any federal income tax,
state income tax, or other tax imposed upon the Executive as a result of the
receipt of the Continuation Coverage and the Special Benefit payment provided
for in this subsection (d).  For purposes of determining the amount of the
annual special bonus, the Executive shall be deemed to pay federal income taxes
at the highest marginal rate of federal income taxation for individuals in the
calendar year in which the special bonus is paid.  In addition, the Executive
shall be deemed to pay state income taxes at a rate determined in accordance
with the following formula:

  

  (1 - (highest marginal
rate of federal income taxation for individuals)) X (highest marginal rate of
income tax in the state in which the Executive is domiciled for individuals in
the calendar year in which the special bonus is paid).




The amount of the special bonus shall be determined by the
Company's outside independent accountants.  The determination of the accounting
firm shall be final and binding on the Company and the Executive.  The special
bonus shall be paid to the Executive in a single lump sum payment on or prior
to December 31 of each calendar year during which the Continuation Coverage is
provided pursuant to this subsection (d).




	
  19






 





  
            (e)               
    Equity Awards.  

            (i)                 
Any stock options, restricted stock awards, restricted stock units,
stock appreciation rights or any other equity-based awards granted under an
Equity Plan (each, an "Equity Award") to the Executive prior to the Termination
Date shall be subject to and governed by the terms of each such Equity Award as
stated in the applicable agreement related to such Equity Award (each, an
"Equity Award Agreement"), including but not limited to the right of the
Compensation Committee or the Board to determine whether (and if so, to what
extent) any Equity Awards shall continue to vest and/or continue to be
exercisable following Termination, and the terms of the applicable Equity Plan;
provided, however, that benefits, if any, with respect to any performance-based
restricted stock award, performance-based restricted stock unit or other
performance-based Equity Award (each, a "Performance-Based Equity Award") shall
be made only as provided in Section 5.4(e)(ii) below.

            (ii)               
In the event that the Executive is a party to an Equity Award Agreement
regarding a Performance-Based Equity Award, then, notwithstanding any provision
of the Equity Award Agreement to the contrary, the Performance-Based Equity
Award shall be deemed earned, if at all, only to the extent that the applicable
performance goal(s) are met upon the completion of the applicable performance
period, as determined by the Compensation Committee in accordance with the
terms of the applicable Equity Plan,  and subject to the further requirements
that the Compensation Committee certify in writing that such goals were met and
that any other applicable Code Section 162(m) requirements are satisfied.  If
and to the extent that such performance goals are deemed met, then the
Executive shall be deemed to have earned the Performance-Based Equity Award for
such number of shares of Common Stock as shall be equal to the product of (i) a
fraction, the numerator of which shall be equal to the number of days during
the relevant performance period in which the Executive was employed and the
denominator of which shall be equal to the number of days in the performance
period, multiplied by (ii) 

  






	
  20






 





  
    the number of shares of Common Stock which would
have been earned under the Performance-Based Equity Award based on the extent
to which the performance goals are met (as determined by the Compensation
Committee) and assuming that the Executive had been employed for the full
performance period.  In addition, notwithstanding any vesting criteria
applicable to any such Performance-Based Equity Award or any remaining vesting
requirements under any previously earned Performance-Based Equity Award under
the terms of the applicable Equity Award Agreement, the shares of Common Stock
subject to any Performance-Based Equity Award earned in accordance with the
provisions of Section 5.4(e)(ii) herein or any Performance-Based Equity Award
previously earned shall be deemed fully vested as of the date of grant (which
date of grant shall occur as soon as administratively practical following
completion of the relevant performance period), and as of the Termination Date
in the case of any Performance-Based Equity Award previously earned, and shall
not be subject to the time-based or other additional vesting requirements which
would otherwise apply to such Performance-Based Equity Award.  The Company and
the Executive agree that the terms of any Equity Award Agreement applicable to
any Performance-Based Equity Award shall be deemed amended to comply with the
terms provided herein. 

  




  
            (f)                
    Other Welfare Benefits.  In addition to participation in the
Company Health Care Plan during the Severance Period, the Executive shall as
permitted by Section 409A (as defined in Section 10) also be entitled to
participate (treating the Executive as an "active" employee of the Company for
this purpose) during the Severance Period in the other Welfare Benefit Plans in
which he participated immediately prior to his Termination Date and the
benefits under such other Welfare Benefit Plans shall be made available under
the same terms and conditions available to active employees (e.g.,
employee contributions are required for certain benefits that are in effect for
active employees who are similarly situated).  Notwithstanding the foregoing,
the Company shall be entitled to provide an alternate form of any particular
benefit so long as such alternate form of benefit is substantially equivalent
and no lapses in coverage of the Executive result from such change in
benefits.  

  






	
  21






 




 


          5.5             
  Termination of Executive for Cause.  If the
Executive's employment is terminated for Cause, the Term of this Agreement
shall automatically terminate without further obligations of the Company to the
Executive hereunder, except that the Executive shall be entitled to receive the
compensation and benefits provided for in Section 5.1.

          5.6             
  Termination by Executive without Good Reason.  If the
Executive effects the Termination of his employment by giving notice in
accordance with Section 2.2, the Term of this Agreement shall automatically
terminate without further obligations of the Company to the Executive hereunder,
except that the Executive shall be entitled to receive the compensation and
benefits provided for in Section 5.1.

          5.7             
  Effect of Termination.  Upon the Termination of the
Executive's employment with the Company for any reason, the Executive shall
immediately resign, effective as of his Termination Date, from all offices and
directorships held by him in the Company or any of its Affiliates or
subsidiaries.  The Executive agrees to execute any and all documentation
necessary to effectuate such resignation upon request by the Company, but he
shall be treated for all purposes as having so resigned as of his Termination
Date, regardless of when or whether he executes any such documentation.

          5.8             
  Change of Control.  The Executive is a party to the
CIC Agreement.  The CIC Agreement provides for certain payments to be made by
the Company to the Executive in the event his employment is terminated under
certain circumstances within a specified time period following a Change in
Control (as defined and determined in accordance with the CIC Agreement).  The
Executive and the Company acknowledge that the benefits paid (if any) under the
CIC Agreement will offset the benefits paid (if any) under this Agreement
following the Termination of the Executive.  This Agreement and the CIC
Agreement shall be interpreted in such a manner as to avoid a duplication of
benefits to the Executive.  The determination of whether any duplication of
benefits has occurred shall be made by the Company's outside, independent
accountants.  The determination of the accounting firm shall be final and
binding on the Company and the Executive.  In the event the Executive receives
any duplication of benefits, the amount of such duplication shall be paid by
the Executive to the Company immediately upon receipt of written notification
of the amount of such duplication from the Company.






	
  22






 





      Section
6.                   
  Employment and Post-Termination Obligations of
Executive.  The Executive shall comply with the following provisions
during the Term and, except as otherwise provided in this Section 6,
following the Termination of the Executive's employment:

          6.1             
  Assistance in Litigation.  The Executive shall, upon
reasonable notice, furnish such information and assistance to the Company as
may reasonably be required by the Company in connection with any investigation,
inquiry, litigation or other proceeding in which it is or may become involved,
and which arises out of facts and circumstances known to the Executive (and
without regard to whether the Executive is a party thereto), provided that such
assistance shall not conflict or unreasonably interfere with the Executive's
post-Termination Date personal or professional commitments or obligations.  The
Company shall promptly reimburse the Executive for his out-of-pocket expenses
incurred in connection with the fulfillment of his obligations under this
Section 6.1, but in any event no later than forty-five days following the month
in which the expense was incurred.  The expenses eligible for reimbursement
under this Section 6.1 in any calendar year shall not affect any expenses
eligible for reimbursement or in-kind benefits to be provided to the Executive
in any other calendar year.  The Executive's rights under this Section 6.1
shall not be subject to liquidation or exchange for any other benefit.

          6.2             
  Confidential Information.  As a consequence of his
unique position as President and Chief Executive Officer of the Company, the
Executive acknowledges and agrees that he will have broad access to
confidential information, that confidential information will in fact be
developed by him in the course of performing his duties and responsibilities
under this Agreement, and that confidential information furnishes a competitive
advantage in many situations and constitutes, separately and in the aggregate,
a valuable, special and unique asset of the Company.  The Executive is a party
to the ICN Agreement.  Among other things, the ICN Agreement prohibits the
Executive from the unauthorized disclosure of confidential information.  The
Executive agrees that the ICN Agreement shall be a part of this Agreement and
the terms and provisions of the ICN Agreement are incorporated herein.

          6.3             
  Non-Disparagement.  Following the Termination Date,
the Executive shall not make any disparaging remarks, or any remarks that could
reasonably be construed as disparaging, regarding the Company, or its officers,
directors, employees, shareholders, representatives or agents.  






	
  23






 





          6.4             
  Nonsolicitation.  The Executive acknowledges and
confirms that the ICN Agreement prohibits him from soliciting the customers and
employees of the Company and the Executive agrees to be bound by such
prohibitions.

          6.5             
  Noncompetition.  The Executive acknowledges and agrees
that the duties and responsibilities to be performed by him under this
Agreement are of a special and unusual character which have a unique value to
the Company, the loss of which cannot be adequately compensated by damages in
any action in law.  The Executive further acknowledges and agrees that the
unique and proprietary knowledge and information possessed by, or which will be
disclosed to, or developed by, the Executive in the course of his employment
will be such that his breach of the covenants contained in this Section 6.5
would immeasurably and irreparably damage the Company regardless of where in
the Restricted Area the activities constituting such breach were to occur. 
Thus, the Executive acknowledges and agrees that it is both reasonable and
necessary for the covenants in this Section 6.5 to apply to the Executive's
activities throughout the Restricted Area and for the Restricted Period.  In
recognition of the special and unusual character of the duties and
responsibilities of the Executive under this Agreement and as a material
inducement to the Company to continue to employ the Executive in this special
and unique capacity, the Executive covenants and agrees that, during the Term
and thereafter during the Restricted Period, the Executive shall not, on his
own account or as an officer-level or executive-level employee or as a
consultant to other officer-level or executive-level employees, directly or
indirectly, in one or a series of transactions, engage in or be engaged in,
within the Restricted Area, the Business or any business which is competitive
with the Business.  Notwithstanding the foregoing, the parties acknowledge and
agree that Executive's employment or engagement as an officer-level or
executive-level employee or as a consultant to other officer-level or
executive-level employees, of an Affiliate, division or business unit of an
entity that is not itself engaged in the Business or any business which is
competitive with the Business will not violate this Section 6.5 even if another
Affiliate, business unit or division of such entity is so engaged in the
Business or any business which is competitive with the Business.






	
  24






 





          6.6             
  Removal of Materials.  During the Term and at any time
thereafter, and except as may be required or deemed necessary or appropriate in
connection with the performance by the Executive of his duties as an employee
of the Company, the Executive shall not copy, dispose of or remove from the
Company any customer or client lists, software, computer programs or other
digital intellectual property, books, records, forms, data, manuals, handbooks
or any other papers or writings belonging to the Company which relate to the
Business.

          6.7             
  Failure to Comply.  In  the event that the Executive
shall fail to comply with any provision of this Section 6 following the
Termination of his employment, and such failure shall continue for ten (10)
days following delivery of notice thereof by the Company to the Executive, the
Company shall have and may exercise any and all rights and remedies available
to the Company at law or otherwise, including but not limited to recovery of
money damages and exercising any other rights or remedies available at law to a
non-breaching party and obtaining an injunction from a court of competent
jurisdiction enjoining and restraining the Executive from committing such
violation.  The Executive hereby agrees to submit to the equitable jurisdiction
of any court of competent jurisdiction, without reference to whether the
Executive resides or does business in that jurisdiction at the time such
injunction is sought or entered.
        6.8             
  Reasonableness of Restrictions.  The Executive and the
Company have each carefully read the provisions of this Section 6 and, having
done so, agree that the restrictions set forth in this Section 6 (including,
but not limited to, the Restricted Period restriction and the Restricted Area
restriction set forth in this Section 6) are fair and necessary to prevent the
Executive from unfairly taking advantage of contacts established, nurtured,
serviced, enhanced or promoted and knowledge gained during the Executive's
employment with the Company, and are necessary for the reasonable and proper
protection of the Company's interests.  The Executive acknowledges that the
covenants contained in this Section 6 will not cause an undue burden on the
Executive.  Notwithstanding the foregoing, in the event any part of the
covenants set forth in this Section 6 shall be held to be invalid or
unenforceable, the remaining parts thereof shall nevertheless continue to be
valid and enforceable as though the invalid or unenforceable parts had not been
included therein.  In the event that any provision of this Section 6 shall be
declared by a court of competent jurisdiction to be overbroad as written, the
Executive specifically agrees that the court should modify such provision in
order to make it enforceable, and that a court should view each such provision
as severable and enforce those severable provisions deemed reasonable by such
court. 






	
  25






 





          6.9             
  Notice of Covenants and Subsequent Employment.  The 
Executive shall provide any subsequent employer with written notice of the
existence and terms of this Section 6 prior to commencing employment with any
such subsequent employer.  In addition, if so requested by the Company
following the Executive's Termination of employment, the Executive shall
provide notice to the Company of the name of any new employer and all positions
held by the Executive with such employer.  .  Any notice pursuant to this
Section 6.9 shall not be required following the expiration of the Restricted
Period.




          6.10         
  Preclearance of Subsequent Employment.  The Executive
may seek a preclearance from the Company with respect to whether his acceptance
of any employment during the Restricted Period would constitute a violation of
any of the terms of this Section 6 by providing the Company with a written
notice (the "Preclearance Notice") requesting such preclearance and describing
his intent to accept employment with a new employer, which Preclearance Notice
shall include the name of the prospective employer, the office, title and
position the Executive intends to accept with such prospective employer, a description
of the expected major responsibilities and duties that Executive expects to
have with such prospective employer and a description of the business engaged
or to be engaged in by the business unit or division of the prospective
employer to which Executive would be assigned.  Within ten (10) days of its
receipt of any Preclearance Notice, the Company shall provide Executive with a
written notice as to its good faith position as to whether the prospective
employment the Executive intends to accept as described in the Preclearance
Notice would or would not constitute a violation of any of the terms of this
Section 6, and Executive shall be entitled to rely on the position so taken by
the Company in determining whether to accept the new employment.  If the
Company fails to provide Executive with written notice of its position within
such ten-day period, the Company shall be deemed to have taken the position
that such prospective employment by the Executive would not constitute a
violation of any of the terms of this Section 6.  Any preclearance of new
employment to the Executive provided or deemed provided by the Company pursuant
to this Section 6.10 shall be limited to the employment activities as described
in the Preclearance Notice and the Company shall remain free to assert its
rights under this Section 6 for any activities of Executive that are not
described in such Preclearance Notice.






	
  26






 





      Section 7.                   
  Parachute Payments.

          7.1             
  Gross-Up Payment.  Notwithstanding anything in this
Agreement to the contrary and subject to the provisions of this Section 7
(including the Safe Harbor Cap described in Section 7.2), in the event that the
Independent Accountants (as defined below) shall determine that any amount paid
or distributed to the Executive pursuant to this Agreement (the "Agreement
Payments") shall, as a result of a change in the ownership or effective control
of the Company or in the ownership of a substantial portion of the assets of
the Company, constitute a parachute payment within the meaning of Section 280G
of the Code, and the aggregate of such parachute payments and any other amounts
paid or distributed to the Executive from any other plans or arrangements
maintained by the Company, or by any other member of the same affiliated group
(as defined in Section 1504 of the Code determined without regard to Section
1504(b)) which includes the Company (such other payments together with the
Agreement Payments shall be referred to as the "Total Payments"), would more
likely than not, in the opinion of the Independent Accountants cause the
Executive to be subject to the Excise Tax, the Company shall pay to the
Executive an additional amount (the "Gross-Up Payment"), such that the net
amount the Executive shall receive after the payment of any Excise Tax shall
equal the amount which he would have received if the Excise Tax had not been
imposed.  The Gross-Up Payment shall be determined by the Independent
Accountants and shall equal the sum of the following:

  
            (1)        The rate of the Excise Tax multiplied by
the amount of the excess parachute payments; 

            (2)        Any federal income tax, social security
tax, unemployment tax or Excise Tax imposed upon the Executive as a result of
the Gross-Up Payment required to be made under this Section 7; and 

            (3)        Any state income or other tax imposed
upon the Executive as a result of the Gross-Up Payment required to be made
under this Section 7.

  






	
  27






 




 


For purposes of determining the amount of the Gross-Up
Payment, the Executive shall be deemed to pay federal income taxes at the
highest marginal rate of federal income taxation for individuals in the
calendar year in which the Excise Tax is required to be paid.  In addition, the
Executive shall be deemed to pay state income taxes at a rate determined in
accordance with the following formula:  



  
    
      (1  -  (highest marginal rate of federal income taxation
for individuals))  x  (highest marginal rate of income tax in the state in
which the Executive is domiciled for individuals in the calendar year in which
the Excise Tax is required to be paid). 

    

  




In the event the Executive is subject to the provisions of
Section 68 of the Code, the combined federal and state income tax rate
determined above shall be adjusted to reflect any loss in the federal deduction
for state income taxes on the Gross-Up Payment.


The Gross-Up Payment shall be paid to the Executive by the
Company on or before the date that the Executive is required to pay the Excise
Tax; provided, however, that if the amount of such payment cannot be finally
determined on or before such day, the Company shall pay to the Executive on
such day an estimate, as determined in good faith by the Company, of the
minimum amount of such payment and shall pay the remainder of such payment
(together with interest at the rate provided under Section 1274(b)(2)(B) of the
Code) as soon as the amount can be determined but no later than the thirtieth
(30th) day after the date the Executive becomes subject to the payment of the
Excise Tax.  In the event that the Excise Tax is subsequently determined to be
less than the amount taken into account hereunder at the time the Gross-Up
Payment is made, the Executive shall repay to the Company, as applicable, at
the time that the amount of such reduction in Excise Tax is finally determined,
the portion of the Gross-Up Payment attributable to such reduction (plus the
portion of the 




	
  28






 




Gross-Up Payment attributable to the Excise Tax, federal and
state taxes imposed on the Gross-Up Payment being repaid by the Executive, if
such repayment results in a reduction in Excise Tax and/or a federal or state
tax deduction) plus interest on the amount of such repayment at the rate
provided in Section 1274(b)(2)(B) of the Code.  In the event that the Excise
Tax is determined to exceed the amount taken into account hereunder at the time
the Gross-Up Payment is made (including by reason of any payment the existence
or amount of which cannot be determined at the time of the Gross-Up Payment),
the Company shall make an additional Gross-Up Payment in respect of such excess
(plus any interest payable with respect to such excess) at the time that the
amount of such excess is finally determined, but in no event later than the
last day of the calendar year following the calendar year in which the
Executive is required to pay the Excise Tax.  The parties agree that the intent
of this Section 7 is that the Executive shall be reimbursed for the Excise Tax
on his excess parachute payments and all taxes on that reimbursement.  The
intended goal is to place the Executive in the same economic position as if no
Excise Tax had been imposed.  The Company will retain an independent accounting
firm (the "Independent Accountants") acceptable to both the Company and the
Executive (other than the Company's regular independent auditors) to calculate
the amount of the Gross-Up Payment.  All fees and expenses resulting from the
retention of the Independent Accountants shall be paid by the Company.  All
determinations made by the Independent Accountants pursuant to this
Section 7 shall be binding and conclusive on the Company and the
Executive.  



          7.2             
  Safe Harbor Cap.  Notwithstanding the foregoing
provisions of Section 7.1, if it shall be determined that the Executive is
entitled to a Gross-Up Payment, but that the Total Payments would not be
subject to the Excise Tax if the Total Payments were reduced by an amount that
is less than five percent (5%) of the portion of the Total Payments that would
be treated as "parachute payments" under Section 280G of the Code, then the
amounts payable to the Executive shall be reduced (but not below zero) to the
maximum amount that could be paid to the Executive without giving rise to the
Excise Tax (the "Safe Harbor Cap") and no Gross-Up Payment shall be made to the
Executive.  The Company shall determine what items of compensation shall be
reduced and shall promptly notify the Executive of such determinations.  If an
amount has been paid or distributed to the Executive which should not have been
paid or distributed due to the required reduction, the Executive shall promptly
return such amount to the Company (together with interest at the rate set forth
in Section 1274(b)(2)(B) of the Code).




          Section 8.                   
  Deductions and Withholding; No Representations
Regarding Tax Consequences.  The Executive agrees that the Company or
its subsidiaries or Affiliates, as applicable, shall withhold from any and all
compensation paid to and required to be paid to the Executive pursuant to this
Agreement, all federal, state, local and/or other taxes which the Company
determines are required to be withheld in accordance with applicable statutes
or regulations from time to time in effect and all amounts required to be
deducted in respect of the Executive's coverage under applicable employee
benefit plans. For the purposes of this Agreement and calculations hereunder,
all such deductions and withholdings shall be deemed to have been paid to and
received by the Executive.  The Company makes no representations or warranties
to the Executive with respect to the tax consequences (including, but not
limited to, income tax consequences) related to the payments contemplated by
this Agreement, and the 






	
  29






 





  Executive is in no manner relying on the Company or its
representatives for an assessment of such tax consequences.  The Executive
acknowledges that there may be adverse tax consequences as a result of the
payment of benefits pursuant to this Agreement and that he has been advised
that he should consult with his own attorney, accountant or tax advisor
regarding the decision to enter into this Agreement and the consequences
thereof.  The Executive also acknowledges that, except as otherwise provided in
this Agreement, the Company has no responsibility to take or refrain from
taking any actions in order to achieve a certain tax result for the Executive.

          Section 9.                   
  Notices.  Any notice or other communication
required or permitted to be given under this Agreement shall be in writing and
shall be deemed given (i) when delivered or refused if sent by hand during
regular business hours, (ii) three (3) business days after being sent by United
States Postal Service, registered or certified mail, postage prepaid, return
receipt requested, or (iii) when recorded as delivered by reputable overnight
express mail service that provides tracing and proof of receipt or refusal at
the address or addresses set forth below or such other addresses as the parties
may designate in a notice given in accordance with this Section.




                        If to the Company:



  
    RF Micro Devices, Inc.

    7628 Thorndike Road

    Greensboro, North Carolina 27409-9421

    Attention: Chief Financial
Officer

  






            with a copy to:




	
  30






 





  
    Womble Carlyle Sandridge &
Rice, PLLC

    One West Fourth Street

    Winston-Salem, North Carolina 27101

    Attention:  Jeffrey C.
Howland, Esquire

  






                         If to the
Executive:



  
    Robert
A. Bruggeworth

    4102 Cranleigh Drive

    Greensboro, North Carolina 27407

  






            with a copy to:  



  Bachelder & Dowling, P.A.

  Twenty-Two Free Street, Suite 201

  Portland, ME 04101-3900

  Attention:  Anthony H. Dowling

          Section 10.               
  Special Rule for U.S. Income Tax Compliance.  To the extent applicable, the parties hereto intend
that this Agreement comply with Section 409A of the Code and all guidance or
regulations thereunder ("Section 409A"), including, if applicable, compliance
with any exemptions from Section 409A.  The parties hereby agree that this
Agreement shall at all times be construed in a manner to comply with Section 409A
and that should either party reasonably determine in good faith that any
provision of this Agreement may be found not to be in compliance with Section
409A or may otherwise subject the Executive to tax, interest, or other
liability under Section 409A of the Code ("409A Liability") or a risk of 409A
Liability, the parties will use their best efforts to amend the terms of this
Agreement as may be necessary to avoid any 409A Liability or risk of 409A
Liability in a manner that (i) does not materially alter the rights and
obligations of the Executive hereunder or otherwise subject the Executive to
any risk of forfeiture of a nature or for a term which does not otherwise exist
with respect to such currently contemplated payments or benefits, and (ii) will
provide the Executive with substantially the same benefits and payments he
would have been entitled to pursuant to this Agreement had Section 409A not
applied, but in a manner that is compliant with Section 409A.  The manner in
which the immediately preceding sentence shall be implemented shall be the
subject of good faith negotiations of the parties.  The parties also agree that in no event shall any payment required to be
made pursuant to this Agreement that is considered deferred compensation within
the meaning of Section 409A be accelerated in violation of Section 409A. 
Specifically, the 






	
  31






 




 


  parties agree that (i) the Executive is a key employee (as
defined in Section 416(i) of the Code without regard to paragraph (5) thereof),
(ii) any payments that are considered deferred compensation under
Section 409A (and are not otherwise exempt from the provisions thereof) cannot
be paid to the Executive until the lapse of six (6) months after his separation
from service, (iii) any such payments that would otherwise be paid within six
(6) months after the Executive's separation from service shall be paid in lump
sum within ten (10) days after the lapse of such six (6) month period and all
other payments shall be made as would ordinarily have been made under the
provisions of this Agreement.  If the Company (A) fails to use best efforts as
described above or (B) makes a payment or provides a benefit to the Executive
that does not materially comply with the terms of this Agreement, as it may be
amended and in effect from time to time, and as a result the Executive incurs
409A Liability, the Company will promptly pay the Executive an additional
amount (the "409A Reimbursement Amount") equal to the amount of any such 409A
Liability plus the amount of any tax, interest and other liability or expense
incurred by the Executive with respect to the 409A Reimbursement Amount such
that the Executive will be in the same position as if no 409A Liability had
been incurred.

          Section 11.               
  Entire Agreement.  This Agreement constitutes
the entire agreement between the parties hereto with respect to the matters
contemplated herein, and, except as provided below, it supersedes all prior
discussions, negotiations, understandings or agreements between the parties. 
Notwithstanding the foregoing or anything to the contrary in this Agreement,
neither this Agreement nor any provision hereof shall supersede or otherwise
limit the Executive's or the Company's rights or obligations pursuant to the
ICN Agreement and the CIC Agreement.






	
  32






 



 
  
        Section 12.               
  Waiver.  No delay in exercising any right or
remedy shall constitute a waiver thereof, and no waiver by the Company or the
Executive of the breach of any covenant of this Agreement shall (i) be
effective unless in writing and signed by the waiving party, or (ii) be
construed as a waiver of any preceding or succeeding breach of the same or any
other covenant or condition of this Agreement.

          Section 13.               
  Governing Law; Jurisdiction.  This Agreement
shall be governed by and construed in accordance with the laws of the State of
North Carolina applicable to contracts made and to be performed therein and in
any action or other proceeding that may be brought arising out of, in
connection with or by reason of this Agreement, the laws of the State of North
Carolina shall be applicable and shall govern to the exclusion of the law of
any other forum.  Any action to enforce any of the provisions of this Agreement
shall be brought exclusively in a court of the State of North Carolina or in a
Federal court located within the State of North Carolina, and by execution and
delivery of this Agreement, the Executive and the Company irrevocably consent
to the exclusive jurisdiction of those courts and the Executive hereby submits
to personal jurisdiction in the State of North Carolina.  The Executive and the
Company irrevocably waive any objection, including any objection based on lack
of jurisdiction, improper venue or forum non conveniens, which either may now
or hereafter have to the bringing of any action or proceeding in such
jurisdiction in respect to this Agreement or any transaction related hereto. 
The Executive and the Company acknowledge and agree that any service of legal
process by mail in the manner provided for notices under this Agreement
constitutes proper legal service of process under applicable law in any action
or proceeding under or in respect to this Agreement.

  
        Section 14.               
  Assignability; Merger or Consolidation.  The
obligations of the Executive hereunder may not be delegated and, except with
respect to the designation of beneficiaries in connection with any of the benefits
payable to the Executive hereunder, the Executive may not, without the
Company's written consent, assign, transfer, convey, pledge, encumber,
hypothecate or otherwise dispose of this Agreement or any interest herein.  Any
such attempted delegation or disposition shall be null and void and without
effect.  The Company and the Executive agree that this Agreement and all of the
Company's rights and obligations hereunder may be assigned or transferred by
the Company to and shall be assumed by and be binding upon any successor to the





	
  33






 




 


  Company; provided, however, that the Company will not consolidate or merge into
or with another Person, or transfer all or a material part of its assets to
another Person (the "Successor Entity") unless the Successor Entity shall
assume this Agreement, and upon such assumption, the Executive and the
Successor Entity shall become obligated to perform the terms and conditions of
this Agreement.

          Section 15.               
  Severability.  Each provision hereof is
intended to be severable and the invalidity or illegality of any portion of
this Agreement shall not affect the validity or legality of the remainder.

          Section 16.               
  Binding Effect; Successors and Assigns.  This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and assigns.

          Section 17.               
  Amendment.  This Agreement may be amended only
by a written instrument executed by the Company and the Executive.  Notwithstanding
the foregoing, the Company shall have unilateral authority to amend this
Agreement (without the consent of the Executive) to the extent it determines in
the exercise of good faith and upon the advice of legal counsel that such
amendment is necessary to comply with applicable laws, rules and regulations or
changes to applicable laws, rules and regulations (including, but not limited
to, Section 409A), provided that no such unilateral amendment shall materially
and adversely affect the rights of the Executive.

          Section 18.               
  Headings.  All headings herein are inserted for
convenience and ease of reference purposes only and are not to be considered in
the construction or interpretation of this Agreement.

          Section 19.               
  Counterparts.  This Agreement may be executed
in two (2) counterparts, each of which shall for all purposes constitute one
(1) agreement which is binding on all of the parties hereto.






	
  34






 





          Section 20.               
  Forfeiture and Recoupment of Compensation and Benefits
Upon Occurrence of Certain Events; Company's Right of Offset.  

  
            (a)               
Notwithstanding any other provision of this Agreement, if, at any time
during the Restricted Period, the Executive engages in a Prohibited Activity,
then (i) any Equity Awards of Executive granted or subject to vesting during
the Prohibited Activity Term shall immediately be terminated and forfeited in
their entirety; (ii) any and all shares (the "Shares") issued to Executive or
his assignees pursuant an Equity Award granted during the Prohibited Activity
Term shall immediately be forfeited and returned to the Company (without the
payment by the Company of any consideration for such Shares), and the Executive
shall cease to have any rights related thereto and shall cease to be recognized
as the legal owner of such Shares; (iii) any Gain realized by the Executive
with respect to any Shares issued pursuant to Equity Awards granted during the
Prohibited Activity Term shall immediately be paid by the Executive to the
Company; (iv) any cash or other incentive payments made to the Executive during
the Prohibited Activity Term pursuant to the Cash Bonus Plan or any other
incentive plan or arrangement shall immediately be forfeited and returned to
the Company; and (v) any existing rights of the Executive to future cash or
other incentive payments granted under the Cash Bonus Plan or any other
incentive plan or arrangement during the Prohibited Activity Term shall
immediately be forfeited.  The provisions of this Section 20 (including but not
limited to Section 20(a)) shall be deemed to amend the terms of any Equity
Award agreement or cash or other incentive arrangement (in each case, now or
hereafter entered into) which would otherwise apply to the payment of
compensation described herein, and, by entering into this Agreement, the
Executive expressly agrees to such amendments. 

            (b)              
For purposes of this Agreement, a "Prohibited Activity" shall mean any
one or more of the following: (i) the Executive's willful and material
violation of the ICN Agreement or Section 6.2, Section 6.4 or Section 6.5 of
this Agreement; (ii) the Executive's engaging in any willful conduct that
results in the Executive's obligation to reimburse the Company for the amount
of any bonus, incentive-based compensation, equity-based compensation, profits
realized from the sale 

  






	
  35






 





  
    of the Company's securities or other compensation
pursuant to application of the provisions of Section 304 of the Sarbanes-Oxley
Act of 2002; or (iii) the Executive's engaging in any act of fraud, theft,
misappropriation, embezzlement or dishonesty to the material detriment of the
Company.  For purposes of this Agreement, the "Prohibited Activity Term" shall
mean the period commencing on the date that Executive first engages in an act
or fails to perform an act that constitutes or ultimately results in the
Prohibited Activity, and continuing thereafter without any time limitation, in
any case without regard to when the Company first discovers or has notice of
any such Prohibited Activity.  For purposes of this Section 20(b), no act or
failure to act on the part of the Executive shall be considered "willful"
unless it is done, or omitted to be done, by the Executive in bad faith or
without a reasonable belief that the Executive's action or omission was in the
best interests of the Company.

            (c)               
For purposes of this Agreement, "Gain" shall mean, (i) with respect to
stock options or SARs, the difference between the fair market value of the
Company's Common Stock on the date of sale or other disposition over the option
price or base price, as the case may be, multiplied by the number of shares
sold or disposed of; and (ii) with respect to restricted stock awards,
restricted stock units (or other Equity Awards which do not have an option
price, base price or purchase price), the fair market value of the Common Stock
on the date of sale or other disposition, multiplied by the number of shares
sold or disposed of.  "Fair market value" shall be determined in accordance
with the terms of the applicable Equity Plan. 

  




  
            (d)              
The Board shall have the right to interpret this Section 20 and make all
determinations hereunder, including without limitation to determine if a
Prohibited Activity has occurred, the commencement date of the Prohibited
Activity Term, the materiality of any violation or other event and whether any
of the rights afforded to the Company under this Section 20 should be waived;
provided, however, that the Executive shall retain the right to contest any
such determination through appropriate legal means.  The waiver by the Board in
any one or more instances of any rights afforded to the Company pursuant to the
terms of this Section 20 shall not be deemed to constitute a further or
continuing waiver of any rights the Company may have pursuant to the terms of
this Agreement.

  






	
  36






 





  
            (e)               
Notwithstanding any other provision of this Agreement, the Company may
(subject to any Code Section 409A considerations) reduce the amount of any
payment otherwise payable to or on behalf of the Executive pursuant to this
Agreement by the amount of any obligation of the Executive to the Company that
is or becomes due and payable to the Company pursuant to Section 20 of this
Agreement or pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 and, by
executing this Agreement, the Executive shall be deemed to have consented to
such reduction.  Whether or not the Company elects to make any set-off in whole
or in part, if the Company does not recover by means of set-off the full amount
owed by the Executive pursuant to Section 20 of this Agreement or pursuant to
Section 304 of the Sarbanes-Oxley Act of 2002, the Executive agrees to
immediately pay the unpaid balance to the Company.  This right of set-off is in
addition to any other remedies the Company may have against the Executive.

  

          Section 21.               
  No Duty to Mitigate.  The Executive shall have
no obligation to take any action to mitigate or offset any amounts payable by
the Company pursuant to this Agreement by seeking other employment or
otherwise, nor shall the amount of any payment provided for in this Agreement
be reduced by any compensation earned by the Executive as the result of
employment by another employer after the date of termination of the Executive's
employment or otherwise.

          Section 22.               
  Source of Payments; No Trust.  The obligations
of the Company to make payments hereunder shall constitute a liability of the
Company to the Executive.  Such payments shall be from the general funds of the
Company, and 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 neither the Executive nor his Beneficiary shall
have any interest in any particular asset 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 the Company and the Executive or any other person.  To the extent that
any person acquires a right to receive payments from the Company hereunder,
such right shall be no greater than the right of an unsecured creditor of the
Company.






	
  37






 





          Section 23.               
  Expenses and Interest.  The Company and the
Executive each agree to pay their own legal fees and related expenses
(including the costs of experts, evidence and counsel) reasonably and in good
faith incurred by them in a claim for relief in any action brought to obtain or
enforce any right or benefit provided in this Agreement; provided, that the
Executive shall be entitled to payment by the Company of all such fees and
expenses paid by the Executive in instituting or defending any action if the
court determines that the Executive substantially prevailed in any such action
by or against the Company.  In addition, the Company and the Executive agree to
pay interest on any money judgment or other award obtained by the other party
as a result of any such claim, such interest being calculated at the rate of
interest equal to the Prime Rate as published in the Wall Street Journal from
time to time from the date that payments to such party should have been made
(under this Agreement or as a result of resolution of such claim); provided,
however, that no such interest shall be paid to the extent that interest
already has been awarded to the prevailing party on such amounts.  Any amounts
required to be paid pursuant to this Section 23 shall be paid to the other
party within 60 days of the final resolution of such claim giving rise to such
fees and expenses.  

          Section 24.               
  Recitals.  The Recitals to this Agreement are
incorporated herein and shall constitute an integral part of this Agreement.




[Remainder of Page
Intentionally Blank.  Signature Page Follows.]







	
  38






 







IN WITNESS
WHEREOF, the parties hereto have duly executed this Agreement as of the date
first written above.






                                                            RF
MICRO DEVICES, INC.






                                                            By:
 /s/ Walter
H. Wilkinson, Jr.                         


                                                                       
Walter
H. Wilkinson, Jr.

                                                                         Chairman
of the Board

                                                           
EXECUTIVE

                                                           
/s/ Robert A. Bruggeworth                                  
(SEAL)

                                                            Robert
A. Bruggeworth

 








EXHIBIT A






I.          Retirement Plans


                        RFMD
401(k) Plan




II.        Welfare Benefit
Plans


 Group Health
Plan for Employees of RF Micro Devices, Inc. (employer funded medical, vision
and prescription plan)

RF Micro
Devices, Inc. Group Dental Plan (employer funded dental plan)

Group Short
Term Disability Plan for Employees of RF Micro Devices, Inc. (employer funded
short term disability plan)

Group Long
Term Disability Plan for Employees of RF Micro Devices, Inc. (insured long term
disability plan)

Group Life
and Supplemental Life Plan for Employees of RF Micro Devices, Inc. (insured,
basic and supplementary life plans)

RF Micro
Devices, Inc. Flexible Benefit Plan (medical and dependent care flexible
spending reimbursement plan)

RF Micro
Devices, Inc. PTO Policy