Form of Restricted Stock Unit Agreement



 Exhibit 10.46 
 2003 STOCK INCENTIVE PLAN 
 OF RF MICRO DEVICES, INC. 

Restricted Stock Unit Agreement 
 (Performance-Based and Service-Based Award) 
 THIS AGREEMENT (together with
Schedule A and Schedule B, attached hereto, the “Agreement”), made effective as of                     ,
20     (the “Effective Date”) between RF MICRO DEVICES, INC., a North Carolina corporation (the “Corporation”), and XXXXXX, an employee of, or individual in service to, the Corporation or
a related entity (the “Participant”); 
 R E C I T A L S : 

WHEREAS, the Compensation Committee (the “Committee”) of the Board of Directors has approved the grant to the Participant of a
contingent right to receive an award of restricted stock units (as defined in Section 4, below, the “Award”) for shares of the Corporation’s common stock (the “Common Stock”) issuable under the RF Micro Devices, Inc.
2003 Stock Incentive Plan, as amended (or any successor plan) (collectively, the “Plan”), the grant of which Award is subject to the attainment of certain performance objectives and the vesting of which Award is subject to certain service
requirements, as further described in this Agreement; 
 NOW, THEREFORE, in furtherance of the purposes of the Plan, the
Corporation and the Participant hereby agree as follows: 
 1. Incorporation of Plan. The rights and duties of the
Corporation and the Participant under this Agreement shall in all respects be subject to and governed by the provisions of the Plan, the terms of which are incorporated herein by reference. In the event of any conflict between the provisions in the
Agreement and those of the Plan, the provisions of the Plan shall govern. Unless otherwise defined herein, capitalized terms in this Agreement shall have the same definitions as set forth with the Plan. 

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

 (a) The “Award Date” is the date on which the Award or any portion of the Award is or may be
granted to the Participant following the Administrator’s determination regarding whether all or a portion of the Performance Objectives have been attained and completion of such other action as may be necessary to complete the grant of the
Award or a portion of the Award. Performance Objectives may have separate Award Dates. 
 (b) The
“Effective Date” is the effective date of the Agreement, as stated above. 
 (c) The
“Participant” is XXXXXX. 
 (d) “Performance Objectives” are the specific
performance objectives identified in Schedule B attached hereto. 







 (e) The “Performance Period” or “Performance Periods”
shall be the Performance Period or Performance Periods as described in Schedule B. Performance Objectives may have different Performance Periods, if so provided in Schedule B. 

(f) The “Restriction Period” is the period beginning on the Award Date and ending on such date or dates and
occurrence of such conditions as described in Section 3 of Schedule A attached hereto. 
 (g) The
“Shares” shall be that number, if any, of shares of Common Stock subject to the Award which are or may be granted under this Agreement, as such number may be determined in accordance with Section 1 of Schedule A. 

3. Award Opportunity; Incorporation of the Terms of Schedule A and Schedule B of the Agreement. 

(a) The Corporation hereby grants to the Participant an opportunity to be granted the Award for a certain number of shares
of Common Stock (as defined above, the “Shares”) based upon the attainment of at least one and up to five of the Performance Objectives, all as described in Schedule A and Schedule B, during the applicable Performance Period. The
number, if any, of shares of Common Stock subject to the Award shall be determined by the Administrator based on the achievement by the Corporation of the Performance Objectives described in Schedule B. No Award of Shares is being granted at
this time, and no Award shall be granted unless and until the Administrator, in its sole discretion and in accordance with the terms of the Plan and this Agreement, determines whether and to what extent the Award has been earned (including but not
limited to determining whether and to what extent the Performance Objectives have been met), determines the number of Shares that shall be subject to the Award and takes any other action it deems necessary or advisable in order to complete the
grant. 
 (b) The Participant expressly acknowledges that the terms of Schedule A and Schedule B shall be
incorporated herein by reference and shall constitute part of this Agreement. The Corporation and the Participant further acknowledge that the Corporation’s signature on the signature page hereof, and the Participant’s signature on the
Grant Letter contained in Schedule A, shall constitute their acceptance of all of the terms of this Agreement. 
 4.
Grant of Award of Restricted Stock Units. Subject to the terms of this Agreement and the Plan, the Corporation shall grant the Participant an award of restricted stock units (the “Award”) for that number of Shares of Common Stock as
is determined in accordance with Schedule A and Schedule B if and only if a minimum of one (and up to five) of the Performance Objectives are met during the Performance Period, as further described in Schedule A and Schedule B. The number
of Shares, if any, subject to the Award shall be determined by the Administrator in its sole discretion in accordance with the Plan and this Agreement (including Schedule A and Schedule B) following completion of the applicable Performance
Period. The Award Date shall be                     , 20    , or as soon as practicable after the end of the
applicable Performance Period and the Administrator’s determination of the extent, if any, to which the Performance Objectives have been met and the Award has been earned. The Corporation shall give notice to the Participant after each
Performance Period regarding whether the Award applicable to that Performance Period has been granted and the number of Shares subject to the Award. 

  
 2 








 5. Dividends and Voting Rights. The Participant or his legal representatives,
legatees or distributees shall not be deemed to be the holder of any Shares subject to the Award and shall not have any dividend rights, voting rights or other rights as a shareholder unless and until (and then only to the extent that) the Award has
been earned and vested and certificates for such Shares have been issued and delivered to him or them (or, in the case of uncertificated shares, other written evidence of ownership in accordance with applicable laws shall have been provided).

 6. Vesting of Award. 
 (a) Subject to the terms of the Plan and the Agreement, the Shares subject to the Award shall be deemed vested, and such Shares shall be distributable as provided in Section 8 herein, upon such date
or dates, and subject to such conditions, as are described in this Agreement, including Section 3 of Schedule A. Without limiting the effect of the foregoing, the Shares subject to the Award may vest in installments over a period of time, if so
provided in Schedule A. The Participant expressly acknowledges that the Award shall vest only upon such terms and conditions as are provided in Schedule A of this Agreement and otherwise in accordance with the terms of the Plan. 

(b) The Administrator has sole authority to determine whether and to what degree the Award has been earned and vested and
to interpret the terms and conditions of this Agreement and the Plan. 
 7. Effect of Termination of Employment; Forfeiture
of Award. Except as may be otherwise provided in the Plan or the Agreement, in the event that the employment or service of the Participant is terminated for any reason and the Award has not been earned and vested pursuant to the terms of this
Agreement, then the Award, to the extent not earned and vested as of the Participant’s termination date, shall be forfeited immediately upon such termination, and the Participant shall have no further rights with respect to the Award or the
Shares underlying that portion of the Award that has not yet been earned and vested. The Participant expressly acknowledges and agrees that the termination of his employment or service shall (except as may otherwise be provided in the Agreement or
the Plan) result in forfeiture of the Award and the Shares to the extent the Award has not been earned and vested as of the date of his termination of employment or service. 
 8. Settlement of Award. The Award, if earned and vested in accordance with the terms of the Agreement, shall be payable in whole shares of Common Stock. A certificate or certificates for Shares
subject to the Award shall be issued in the name of the Participant (or his beneficiary) as soon as practicable after, and only to the extent that, the Award (or portion thereof) has vested. 

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

  
 3 








 10. Nontransferability of Award and Shares. The Award shall not be transferable
(including by sale, assignment, pledge or hypothecation) other than by will or the laws of intestate succession. The designation of a beneficiary does not constitute a transfer. The Participant shall not sell, transfer, assign, pledge or otherwise
encumber the Shares subject to the Award until all conditions to vesting have been met. 
 11. Withholding; Tax
Consequences. 
 (a) The Participant acknowledges that the Corporation shall require the Participant to pay
the Corporation the amount of any federal, state, local, foreign or other tax or other amount required by any governmental authority to be withheld and paid over by the Corporation to such authority for the account of the Participant, and the
Participant agrees, as a condition to the grant of the Award, to satisfy such obligations. Without limiting the effect of the foregoing, the Participant understands and agrees that the Administrator may delay the vesting of the Award (or portion
thereof) and the issuance of the underlying Shares in order to comply with applicable federal, state, local, foreign or other tax and securities laws, rules and regulations or applicable policies of the Corporation implemented to ensure compliance
with such laws (including but not limited to insider trading provisions and the Corporation’s insider trading policy); provided, however, that any such delay in vesting of the Award or issuance of Shares shall not apply to any Shares subject to
an effective Rule 10b5-1 trading plan. 
 (b) The Participant acknowledges that the Corporation has made no
warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) with respect to the transactions contemplated by this Agreement, and the Participant is in no manner relying
on the Corporation or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences upon the grant of the Award and/or the acquisition or disposition of the Shares subject to
the Award and that the Participant has been advised that he should consult with his own attorney, accountant and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that
the Corporation has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant. 
 12. Administration. The authority to construe and interpret this Agreement and the Plan, and to administer all aspects of the Plan, shall be vested in the Administrator, and the Administrator shall
have all powers with respect to this Agreement as are provided in the Plan. Any interpretation of the Agreement by the Administrator and any decision made by it with respect to the Agreement is final and binding. 

13. Superseding Agreement; Binding Effect. This Agreement supersedes any statements, representations or agreements of the
Corporation with respect to the grant of the Award or any related rights, and the Participant hereby waives any rights or claims related to any such statements, representations or agreements. Except as may be otherwise provided in Section 18 of
the Plan, this Agreement does not supersede or amend any existing Change in Control Agreement, Inventions, Confidentiality and Nonsolicitations Agreement, Employment Agreement or any other similar agreement between the Participant and the Company,
including, but not limited to, any restrictive covenants contained in such agreements. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective executors, administrators, next-of-kin, successors
and assigns. 

  
 4 








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

15. Amendment and Termination; Waiver. Subject to the terms of the Plan and this Agreement, this Agreement may be modified or
amended only by the written agreement of the parties hereto. Notwithstanding the foregoing, the Administrator shall have unilateral authority to amend the Agreement (without Participant consent) to the extent necessary to comply with applicable law
or changes to applicable law (including but not limited to Code Section 409A). The waiver by the Corporation of a breach of any provision of the Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach
by the Participant. 
 16. Notices. Except as may be otherwise provided by the Plan, any written notices provided for in
this Agreement or the Plan shall be in writing and shall be deemed sufficiently given if either hand delivered or if sent by fax or overnight courier, or by postage paid first class mail. Notices sent by mail shall be deemed received three business
days after mailed but in no event later than the date of actual receipt. Notice may also be provided by electronic submission, if and to the extent permitted by the Administrator. Notices shall be directed, if to the Participant, at the
Participant’s address indicated by the Corporation’s records, or if to the Corporation, at the Corporation’s principal office, attention Treasurer, RF Micro Devices, Inc. 

17. Severability. The provisions of this Agreement are severable and if any one or more provisions may be determined to be illegal
or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. 
 18.
Restrictions on Award and Shares. The Corporation may impose such restrictions on the Award and any Shares issued pursuant to the Award as it may deem advisable, including without limitation restrictions under the federal securities laws, the
requirements of any stock exchange or similar organization and any blue sky or state securities laws applicable to such Award or Shares. Notwithstanding any other provision in the Plan or the Agreement to the contrary, the Corporation shall not be
obligated to issue, deliver or transfer shares of Common Stock, to make any other distribution of benefits, or to take any other action, unless such delivery, distribution or action is in compliance with all applicable laws, rules and regulations
(including but not limited to the requirements of the Securities Act). The Corporation may cause a restrictive legend to be placed on any certificate for Shares issued pursuant to the Award in such form as may be prescribed from time to time by
applicable laws and regulations or as may be advised by legal counsel. The Administrator may delay the right to receive or dispose of shares of Common Stock (or other benefits) upon settlement of the Award at any time if the Administrator determines
that allowing issuance of shares of Common Stock (or distribution of other benefits) would violate any federal, state or foreign securities laws or applicable policies of the Corporation, and the Administrator may provide in its discretion that any
time periods to receive shares of Common Stock (or other benefits) subject to the Award are tolled or extended during a period of suspension or delay; provided, however, that any such delay, suspension, tolling or extension shall not apply to any
Shares subject to an effective Rule 10b5-b trading plan. 

  
 5 








 19. Counterparts; Further Instruments. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties hereto agree to execute such further instruments and to take such further action as may be reasonably
necessary to carry out the purposes and intent of this Agreement. 
 [Signature Page to Follow] 

  
 6 








 IN WITNESS WHEREOF, this Agreement has been executed on behalf of the Corporation and by the
Participant effective as of the Effective Date stated on page one of this Agreement. 
  

			
	RF MICRO DEVICES, INC.
		
	By:	 	 
		 	Robert A. Bruggeworth
		 	President and Chief Executive Officer


  

	
	Attest:
	
	  

	William Priddy
	Secretary & Chief Financial Officer

 [Signature page of Participant to follow on Schedule A/Grant Letter] 

  
 7 








 2003 Stock Incentive Plan of RF Micro Devices, Inc. 

Restricted Stock Unit Agreement 
 (Performance-Based and Service-Based Award) 
 Schedule A/Grant Letter

 1. Award Opportunity. 
 (a) Pursuant to the terms and conditions of the Corporation’s 2003 Stock Incentive Plan, as amended (the “Plan”), you (the “Participant”) are eligible to be granted an award of
restricted stock units (the “Award”) for that number of Shares (the “Shares”) of Common Stock as may be determined pursuant to Section 1 herein. 

(b) No Award will be granted unless at least one of the Performance Objectives is met during the applicable Performance
Period. Each of the Performance Objectives is expressed as a fixed or variable percentage of the Target number of shares shown in Section 1(c) below. If a Performance Objective is met, the Participant shall be granted an Award for a number of
shares equal to the Target multiplied by the percentage assigned to such Performance Objective. One or more of the Performance Objectives may contain a variable percentage of the Target shares based on performance of criteria applicable to such
Performance Objective, and the Administrator has the sole discretion to determine if, and to what extent on a percentage basis, any such Performance Objectives are met. If all five of the Performance Objectives are fully met, the Participant shall
be granted an Award for the Maximum number of shares (125% of Target) shown in Section 1(c) below. The Award shall not be granted for a particular Performance Objective until following the end of the Performance Period for that Performance
Objective and then only if the terms and conditions described in the Agreement have been met. The actual number of shares which may be subject to the Award shall be as provided in Section 1(c) below. 

(c) Number of Shares Potentially Subject to Award: 

Target Number of Shares (100% of Target): 
 Maximum Number of Shares (125% of Target): 
 (d) The Performance
Objectives must be met, if at all, during the applicable Performance Period. The Administrator has sole discretion to determine if, and to what extent, any or all Performance Objectives are met and to interpret the other terms and conditions of this
Agreement. 
 2. Performance Objectives. The Performance Objectives for the applicable Performance Period pursuant to
this Agreement, and the applicable weighting of each Performance Objective expressed as a percentage of the Target shares, shall be as stated in Schedule B, attached hereto, the terms of which shall be incorporated in and constitute a part of this
Agreement. 
 3. Vesting of Award. If the Award is granted in accordance with this Agreement, the Award shall vest as
follows: 
 (i) The Award shall be deemed vested with respect to fifty percent (50%) of the Shares subject
to the Award on the Award Date, subject to the continued employment or service of the Participant with the Corporation or a related entity through such vesting date; 

  
 A-1









 (ii) The Award shall be deemed vested with respect to an additional
twenty-five percent (25%) (for a total of seventy-five percent (75%)) of the Shares subject to the Award on the first anniversary of the earliest Award Date applicable to any Performance Objective covered by this Agreement, subject to the
continued employment or service of the Participant with the Corporation or a related entity through such vesting date; and 
 (iii) The Award shall be deemed vested with respect to an additional twenty-five percent (25%) (for a total of one hundred percent (100%)) of the Shares subject to the Award on the second
anniversary of the earliest Award Date applicable to any Performance Objective covered by this Agreement, subject to the continued employment or service of the Participant with the Corporation or a related entity through such vesting date.

 By my signature below, I, the Participant, hereby acknowledge receipt of this Grant Letter and the Restricted Stock Unit
Agreement (the “Agreement”) effective as of                     , 20__, between the Participant and the Corporation which is
attached to this Grant Letter. I understand that the Grant Letter and other provisions of Schedule A and Schedule B herein are incorporated by reference into the Agreement and constitute a part of the Agreement. By my signature below, I further
agree to be bound by the terms of the Plan and the Agreement, including but not limited to the terms of this Grant Letter and the other provisions of Schedule A and Schedule B contained herein. The Corporation reserves the right to treat the Award
and the Agreement as cancelled, void and of no effect if the Participant fails to return a signed copy of the Grant Letter within 30 days of receipt. 
  

									
		 		 		 	
					
	Signature:	 	  
	 		 	Date:	 	 
		 		 		 		 	
		 		 		 		 	

 Note: If there are any discrepancies in the name shown above, please make the appropriate corrections on this form and
return to Todd Bender, RF Micro Devices, Inc., 7628 Thorndike Road, Greensboro, NC 27409-9421. Please retain a copy of the Agreement, including this Grant Letter, for your files. 

  
 A-2









 2003 Stock Incentive Plan of RF Micro Devices, Inc. 

Restricted Stock Unit Agreement 
 (Performance-Based and Service-Based Award) 
 Schedule B

 Performance Period and Performance Objectives 
 Performance Period 
 The Performance Period is the period beginning
                    , 20    , and ending on
                    , 20    ; provided that for
the            Performance Objective identified in Schedule B attached hereto, the “Performance Period” is the period beginning
                    , 20     and ending on the earlier of (i) the date following the end of the Performance
Period for the other Performance Objectives as specified above on which the Administrator determines that such Performance Objective has been met, or
(ii)                     , 20    . 
 [Identify any Objectives that have different Performance Periods and specify the Period(s)] 
 Performance Objectives 
 The Performance Objectives for the Performance Period(s)
applicable to the Participant pursuant to the Agreement are as follows: 
 [Insert Performance Objectives]


  
 B-1