RETIREMENT AND
TRANSITION AGREEMENT 


 


This Retirement
and Transition Agreement (the “Agreement”) is entered into between Jerry D.
Neal, a resident of North Carolina (“Employee”), and RF Micro Devices, Inc., a
North Carolina corporation (“Employer”), effective as of the 31st day of May, 2012
(the “Retirement Date”).


 


WHEREAS,
Employee currently is in the position of Executive Vice President of Marketing;
and


 


WHEREAS,
Employee has indicated his desire to retire from his employment; and


 


WHEREAS, the
parties wish for Employee’s retirement from his employment to be achieved in an
amicable fashion and with a clear understanding of their rights and
liabilities;


 


THEREFORE, the
parties agree as follows:


 


1.         Retirement
Date.  Employee will retire from employment with Employer and all of its
subsidiaries and affiliates effective as of the Retirement Date.  As of the
Retirement Date, Employee will be deemed to have tendered his resignation as an
officer and from all other positions with Employer and its subsidiaries and
affiliates.  Between the date of execution of this Agreement by Employee and through
and including the Retirement Date, Employee will continue to be paid his
current salary in accordance with Employer’s normal payroll practices (except
the last payment will be via check rather than direct deposit) and through and
including the Retirement Date Employee will continue to be eligible to
participate in all of Employer’s benefit plans and programs and receive
compensation and benefits thereunder on the same basis as in effect immediately
prior to the execution of this Agreement by Employee.


 


2.         Compensation.


 


            (a)        Post-Retirement
Compensation.  Employer will pay to Employee a lump sum payment of Six
Hundred Three Thousand Three Hundred Thirty-Three and 50/100 Dollars ($603,333.50).
 Such payment will be subject to normal tax withholdings.  Such payment will be
made within ten (10) business days of the Retirement Date.



 


            (b)        Payments
for COBRA Continuation Coverage; Special Bonus.  Upon retirement, Employee
will be offered the option of continuing his current individual and family
dependent medical, dental and prescription drug insurance coverage (the
“Continuation Coverage”) under Employer’s medical and dental plans pursuant to
the requirements of the Consolidated Omnibus Budget Reconciliation Act
(“COBRA”).  If Employee is enrolled under the Blue Cross & Blue Shield PPO,
the COBRA notification will be mailed directly to Employee from ADP.  If
Employee wants Continuation Coverage, Employee must complete, sign and mail the
application form to ADP within 60 days of the Retirement Date; alternatively,
Employee may enroll for Continuation Coverage online by going to www.benedirect.adp.com
and registering as a new 


 


 










 






 


 


participant.  If Employee elects Continuation Coverage
under COBRA, Employer will pay Employee’s COBRA premium for 18 months from the
Retirement Date or until Employee is no longer eligible for Continuation
Coverage under COBRA, whichever period is shorter.  Thereafter, for a period of
two years, less the period during which Continuation Coverage under COBRA is
provided by Employer, Employee will acquire for himself a Medicare supplemental
insurance policy and for his wife a medical and dental insurance policy, both
providing medical, dental and prescription drug coverage reasonably equivalent
to the coverage provided by Employer under its medical and dental plans as of
the Retirement Date, and Employer will reimburse Employee for the cost of both
such policies.  With respect to each calendar year during which the
Continuation Coverage is provided to Employee and his dependents pursuant to
this subsection (b) and each calendar year during which the private policies
are reimbursed by Employer, to the extent that the Continuation Coverage
benefits and the reimbursements constitute taxable income to Employee, Employer
shall report as income to Employee for federal and state income tax purposes
the value of the Continuation Coverage and the reimbursements.  In addition,
Employer shall pay to Employee an annual special bonus equal to the amount
necessary to pay any federal income tax, state income tax, or other tax imposed
upon Employee as a result of the receipt of the Continuation Coverage, the
reimbursements and the special bonus provided for in this subsection (b).  For
purposes of determining the amount of the special bonus, Employee 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, Employee 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 Employee 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 Employer in good faith.  The special
bonus shall be paid to Employee in a single lump sum payment on or prior to
December 31 of each calendar year during which the Continuation Coverage or the
reimbursements are provided pursuant to this subsection (b).


 


            (c)        401(k)
Plan.  Employee’s account balance in Employer’s 401(k) Plan may remain in
such Plan or be transferred to another qualified plan or IRA at Employee’s
election.  To transfer Employer’s account balance to another qualified plan or
IRA or to obtain a distribution from the account, Employee should visit
Fidelity’s website at www.401k.com or call the Fidelity Retirement Benefits
Line at 1-800-890-4015.  Outstanding loans against Employer’s 401(k) Plan
balance must be repaid within 30 days of the Retirement Date.


 


(d)       Group
Life Insurance and Accidental Death & Dismemberment.  Life Insurance
and Accidental Death & Dismemberment Insurance provided by Employer ceases
effective midnight on the Retirement Date.  These benefits cannot be converted
to an individual plan.

 


 


            (e)        Portable
Supplemental Life Insurance.  Supplemental Life Insurance or Accidental
Death & Dismemberment Insurance Employee may have elected 


 


-2-










 






 


 


 


to purchase
through The Hartford that is designated as “portable” may be converted to an
individual plan.  Please contact Patsy Cairrikier, Manager, Benefits,
336-678-7235, for the conversion form.  Please mail the completed “Election of
Portability Coverage” form to The Hartford within 31 days after your group
insurance coverage ends, which is midnight on the Retirement Date.


 


            (f)        Long-Term
Disability Insurance.  Long-term disability insurance coverage ceases
effective midnight on the Retirement Date.  This benefit cannot be converted to
an individual plan.  


 


            (g)        Flexible
Spending Accounts.  Medical Accounts in the Flexible Spending Plan are
available for continuation for a limited period of time.  If Employee is
enrolled in the Medical Flexible Spending Plan, the COBRA notification will be
mailed directly to Employee from Pro Benefits.  If Employee elects to accept
the coverage, Employee must complete, sign and mail the application form to Pro
Benefits within 60 days of the Retirement Date.  The premium is due within 45
days of Employee’s application for coverage and is due the first of each month
thereafter.  Employee’s payment should be mailed to Pro Benefits.


 


            (h)        Employee
Stock Purchase Plan.  Eligibility for participation in Employer’s Stock
Purchase Plan ceases effective as of the Retirement Date.  Employer will
reimburse payroll deductions credited to Employee’s account during the current purchase
period no later than the next scheduled payroll period following the Retirement
Date.

 


 


            (i)         Equity
Awards.  As of the date of execution of this Agreement, Employee is the
holder of (1) unexercised and fully vested incentive stock options and
nonqualified stock options covering an aggregate of 688,648 shares of
Employer’s common stock (the “Options”) previously awarded to Employee under
the terms of Employer’s 1997 Key Employees’ Stock Option Plan, as amended (the
“1997 Plan”), Employer’s 1999 Stock Incentive Plan, as amended (the “1999 Plan”)
and the 2003 Stock Incentive Plan of RF Micro Devices, Inc., as amended (the
"2003 Plan" and each of the 1997 Plan, the 1999 Plan and the 2003
Plan, a "Stock Plan"), (2) an aggregate of 175,077 unvested
service-based restricted stock unit awards (“RSAs”), each of which was awarded
under the 2003 Plan pursuant to a "Restricted Stock Award Agreement
(Service-Based Award for Senior Officers)", and (3) an aggregate of 160,313
unvested performance-based RSAs awarded under the 2003 Plan (a portion of which
will vest prior to the Retirement Date in accordance with their terms).  Exhibit
A attached hereto identifies (1) all the Options (two of which will expire
prior to the Retirement Date unless exercised before their stated expiration
date), (2) all the service-based RSAs held by Employee as of the Retirement
Date that have one or more unvested installments that will continue to vest
after the Retirement Date, and (3) all the performance-based RSAs held by
Employee as of the Retirement Date (assuming Employer meets five of the goals for
the fiscal year 2012 performance-based RSA), none of which would (but for this
Section 2(i)) vest after the Retirement Date.  Upon retirement, any Options
granted to Employee under the 2003 Plan pursuant to any "Stock Option
Agreement (Senior Officers)" shall continue to be exercisable following
retirement in accordance with the terms of such agreement, including but not
limited to Section 2 of Schedule A thereto, and Employer agrees that the
Administrator (as defined in the 2003 Plan) shall not exercise negative
discretion to alter such post-termination exercise and vesting terms. 
Upon retirement, any service-based RSA granted to Employee under the 2003 Plan
shall continue to vest following retirement in accordance with the terms of the
RSA agreement, including but not limited to Section 2 of Schedule A thereto, and
Employer


 


-3-










 






 


agrees that the Administrator shall not exercise negative
discretion to alter such post-termination vesting terms.  Any other Options
and/or RSAs granted to Employee under any Stock Plan (including, without
limitation, any performance-based RSAs granted under the 2003 Plan) shall
continue in accordance with the terms of the respective Stock Plan and award
agreement, except that Employer agrees to accelerate vesting of any such outstanding
performance-based RSAs (but not to extend the option period, with respect to Options),
so that such performance-based RSAs shall be vested in full on or before the
Retirement Date. Employer and Employee hereby agree that any stock option
agreement and/or RSA agreement entered into under any Stock Plan shall hereby
be amended if and solely to the extent deemed necessary to comply with the
provisions of this Section 2(i).


            


3.         Assistance
in Litigation.  Employee shall, upon reasonable notice, furnish such
information and assistance to Employer as may reasonably be required by
Employer 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 Employee (and without regard to whether Employee is
a party thereto).  Employer shall promptly reimburse Employee for his
reasonable out-of-pocket expenses incurred in connection with the fulfillment
of his obligations under this Section 3.


 


4.         Benefits
Upon Retirement.  Upon the Retirement Date, and except as provided in
Sections 2(b), 2(c), 2(e), 2(g) and 2(i) above, Employee shall not be entitled
to continue to participate in any other Employer-sponsored welfare or
retirement benefit plan, program, policy or arrangement or receive any benefit
thereunder except on the terms and conditions contained in the plan documents
governing such benefits.  Employee acknowledges and agrees that as of the
Retirement Date, no amount is owed to him under Employer’s Paid Time Off Policy
as in effect on the Retirement Date or under Employer’s predecessor vacation
policy.


 


5.         Death After Retirement Date. 
Should Employee die after the Retirement Date (a) Employer will pay to
Employee’s estate the payment provided for in Section 2(a) above to the
extent not previously paid, (b) Employer will continue to provide to Employer’s
surviving spouse the Continuation Coverage, reimbursements and special bonus
set forth in Section 2(b) for the remaining period specified therein and (c) notwithstanding
Section 2(i), all rights with respect to any outstanding stock options or RSAs
at the time of Employee’s death shall be governed by the terms of the
applicable Stock Plans and stock option agreements and RSA agreements.  Any
other benefits to which Employee’s estate may be entitled pursuant to any
Employer-sponsored welfare and retirement benefit plan, program, policy or
arrangement in which Employee is a participant will be determined pursuant to
the terms of the applicable plan documents.

 


 


6.         Return
of Company Property.  Promptly following the Retirement Date, Employee
will return to Employer all Employer property, including, but not limited to,
computers, credit cards, personal digital assistant and Employer Confidential
Information





 


 


-4-










 






 


 


 


(both written and electronic copies) as required under Section 7(a),
unless otherwise mutually agreed by the parties.  Employee may retain his cell
phone and his cell phone number, provided that he assumes service costs related
to the phone as of June 1, 2012.  Employee will be permitted to remove all of
his personal belongings from his office.


 


7.         Restrictive
Covenants.  Employee acknowledges that Employer is engaged in the highly
competitive business and that Employer has made substantial investments of time
and capital in the development of its business and the goodwill associated with
its business and will continue to make such substantial investments.  In order
to protect Employer against possible injury or damage, Employee agrees as
follows:


 


(a)        Nondisclosure. 
Employee acknowledges that as a result of his employment by Employer, he has
used, acquired and added to Confidential Information relating to Employer which
is proprietary to Employer.  Employee agrees that he shall not at any time,
directly or indirectly, divulge or disclose to any person, for any purpose, any
Confidential Information unless legally required to do so.  “Confidential
Information,” as that term is used in this Agreement, shall mean all
information concerning Employer, including, but not limited to, business plans
and models, specifications, technical data, designs, formulas, computer
software programs, manuals, methods of operation, accounting and financial
information, customer lists, pricing structure and other product information, which
has ever been or will be revealed to or discovered by Employee, unless such
information was generally available to the public prior to disclosure by
Employee or subsequently became publicly available through no act of Employee
that was not authorized by Employer.  Such information shall be considered
“Confidential Information” whether it was disclosed to Employee by plans,
drawings, reports or other written materials, by conversation with employees or
agents of Employer, by observation or inspection of physical objects or by any
other method.  Promptly following the Retirement Date, Employee shall, on a
best efforts basis immediately deliver, or cause to be delivered, to Employer
any and all documents, statements or other information (both written and electronic
copies) in his possession or control obtained from Employer containing
Confidential Information (including, but not limited to, photocopies as taken
by Employee or any other person in or outside Employer, and Employee’s
handwritten or typed notes containing such Confidential Information).  The
return of documents provided for herein shall in no way obviate the obligation
of Employee to maintain the confidentiality of the Confidential Information as
provided for herein.



 


 


(b)        Prohibition
of Certain Solicitation and Competition.  Employer and Employee
acknowledge and agree that in consideration of the compensation paid and the
benefits to be provided to Employee under this Agreement and Employee's
covenants and obligations under this Agreement, the Non-Competition and
Confidentiality Agreement between Employee and Employer dated February 28, 1992,
is hereby terminated and of no further force or effect as of the Retirement
Date.  In recognition that Employee's previous services rendered to
Employer are of a special and unusual character that have a unique value to
Employer, loss of which may not adequately be compensated by damages


 


-5-










 






 


 


 


in any action at law, and as a material
inducement to Employer to pay the compensation and provide the benefits to
Employee set forth in this Agreement, Employee covenants and agrees that from
the date hereof until the second anniversary of the Retirement Date (the
"Restricted Period"), Employee will not, directly or indirectly, on
behalf of any person, firm, partnership, corporation, association or entity:


 


(i)         Call
upon any of the customers of Employer who are customers at the Retirement Date
for the purpose of soliciting or providing customers to any Competitive
Business (as hereinafter defined); or


 


(ii)        Call
upon any of the employees, consultants or representatives of Employer who are in
such positions as of the Retirement Date or at any time during the Restricted
Period for the purpose of soliciting or inducing or encouraging such employees,
consultants or representatives to discontinue their relationship with Employer
to establish a relationship with Employee or with any Competitive Business; or


 


(iii)       Either
individually, or as a director, manager or partner, 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 (as
hereinafter defined), a Competitive Business; provided, that Employee may own
as a passive investment not more than five percent (5%) of the issued and
outstanding stock of a publicly traded entity that is engaged in a Competitive
Business.


 


For
purposes of this Agreement, "Competitive Business" means the business
of designing, developing, manufacturing, assembling or marketing radio
frequency integrated circuit devices, and “Restricted Area” means the United
States of America.


 


(c)        Nondisparagement. 
Employee agrees that he will not make disparaging comments regarding Employer
or any of its officers or directors to any third party.  Employer agrees that
neither it nor any of its officers or directors will make disparaging comments
regarding Employee to any third party.  

 


 



(d)       Breach.  Employee agrees
that if he breaches the restrictive covenants or any other material provision of
this Agreement, Employee will be liable to Employer for and will immediately
repay to Employer as liquidated damages an amount equal to $603,333.50
multiplied by a fraction, the numerator of which is twenty-one (21) minus the
number of full calendar months that have elapsed since the Retirement Date as of
the date on which Employee first engages in conduct constituting the breach (as
determined in good faith by Employer), and the denominator of which is
twenty-one (21).  Employee agrees that such liquidated damages are
reasonable compensation to Employer for such breach and are in addition to any
other remedies (including injunctive relief and recovery of actual damages in
excess of such liquidated sum as may be determined by


 


-6-










 






 


 


 


 arbitration
under Section 11 of this Agreement) available to Employer as a result of such
breach.  From and after the twenty-first month following the Retirement
Date, if Employee breaches the restrictive covenants or any other material
provision of this Agreement, in addition to any other remedies (including
injunctive relief), Employer shall be entitled to such damages as may be
determined by arbitration under Section 11 of this Agreement.


 


(e)        Reasonableness
of Restrictions.  Employee and Employer have each carefully read the
provisions of this Section 7 and, having done so, agree that the restrictions
set forth in this Section 7 (including, but not limited to, the Restricted
Period restriction and the Restricted Area restriction set forth in this
Section 7) are fair and necessary to prevent Employee from unfairly taking
advantage of contacts established, nurtured, serviced, enhanced or promoted and
knowledge gained during Employee’s employment with Employer, and are necessary
for the reasonable and proper protection of Employer’s interests.  Employee
acknowledges that the covenants contained in this Section 7 will not cause an
undue burden on Employee.  Notwithstanding the foregoing, in the event any part
of the covenants set forth in this Section 7 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 7 shall be
declared by a court of competent jurisdiction to be overbroad as written, Employee
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.  In the
event the enforceability of any of the terms of this Agreement shall be
challenged in court or by arbitration and Employee is not enjoined from
breaching any of the protective covenants, then if a court of competent
jurisdiction finds that the challenged protective covenant is enforceable, the
time periods shall be deemed tolled upon the filing of the lawsuit or indemnity
claim challenging the enforceability of this Agreement until the dispute is
finally resolved and all periods of appeal have expired.  

 

8.         Release. 
Employee, for himself, his successors, administrators, heirs and assigns,
hereby fully releases, waives and forever discharges the Employer, any
affiliated company or subsidiary, their predecessors, successors, affiliates,
assigns, directors, officers, agents, attorneys, and employees, whether past,
present, or future (the “Released Parties”) from any and all actions, suits,
debts, demands, damages, claims, judgments, or liabilities of the Released
Parties to Employee arising out of Employee’s employment with or separation
from any of the Released Parties, such as (by way of example only) any claim
for bonus, severance, or other benefits apart from the benefits stated herein;
breach of contract; wrongful discharge; impairment of economic opportunity; any
claim under common-law or at equity; any tort; claims for reimbursements;
claims for commissions; or claims for employment discrimination under any
state, federal, local law, statute, or regulation which include claims under
the Age Discrimination in Employment Act, 29 U.S.C. 621 et. seq, the
Employee Retirement Income Security Act of 1974, Title VII of the Civil Rights
Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act,
the Family and Medical Leave Act, and all 


 


-7-










 






 


 


 


 


corresponding state laws that might
apply, including but not limited to the North Carolina Wage and Hour Act, and
any and all federal and state executive orders and other statutes and
regulations, and any claim for attorneys’ fees, costs, disbursements or the
like.  Employee acknowledges and agrees that this release is an
essential and material term of this Agreement and that, without such release
and covenant not to sue, no agreement would have been reached by the parties. 
Employee understands and acknowledges the significance of this release and this
Agreement.


 


9.         Consideration
and Revocation Period.  Employee acknowledges that he has hereby been
advised in writing to consult with an attorney of his choice prior to signing
this Agreement, and that he had at least 21 days to consider this Agreement
before signing it.  Employee acknowledges that if this Agreement is signed
before 21 days have elapsed from the date of delivery, by signing this
Agreement he has expressly waived the 21-day consideration period.  Employee
acknowledges that he may revoke this Agreement within seven (7) days following
its execution, and the Agreement shall not become effective until the
revocation period has expired.


 


10.       Opportunity
to Seek Counsel.  Employee acknowledges by signing this Agreement that he
has read and understands this document, that he has conferred with or had the
opportunity to confer with an attorney of his choice regarding the terms and
meaning of this Agreement, that he has had sufficient time to consider the
terms provided for in this Agreement, that no representations or inducements
have been made to him as set forth herein, and that he has signed the same
KNOWINGLY AND VOLUNTARILY.


 


11.       Arbitration. 
Except as provided below, any dispute or controversy arising between the
parties to this Agreement involving the interpretation or application of any
provision of this Agreement, or arising out of this Agreement, shall be
submitted to arbitration at Greensboro, North Carolina, pursuant to the
Commercial Rules (the “Rules”) of the American Arbitration Association (“AAA”)
by an arbitrator mutually agreed upon by the parties.  The arbitration shall be
commenced by either party giving the other party a notice of arbitration in
accordance with the Rules of the AAA.  The arbitration shall be administered by
the arbitrator unless the parties mutually agree to the administration by a
third party organization or association.  Such arbitrator shall be a retired
North Carolina Superior Court or federal District Court judge without any
economic or financial interest of any kind in the outcome of the arbitration.  In
the event Employer and Employee are unable to agree on an arbitrator within fifteen
days of the service of the notice of arbitration, then the party initiating the
arbitration shall circulate a list of three acceptable arbitrators who meet the
criteria set forth above and are able to commence and complete the arbitration
within 180 days from appointment.  The responding party shall select an
arbitrator from the list.  The arbitrator may, in his or her discretion, award
to the prevailing party its costs of the proceeding, including attorneys’ fees
and expenses.  The decision of the arbitrator shall be final and binding on the
parties, and judgment upon the decision may be entered in the state courts or
federal courts having jurisdiction over Guilford County, North Carolina. 
Notwithstanding the foregoing, either party shall have the right to institute
an action against the other party in the federal or state courts of Guilford
County, North Carolina seeking injunctive relief to enjoin any continuing or
threatened breach by the other party of any term of this Agreement.

 


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12.       Governing
Law.  The provisions of this Agreement shall be construed in accordance
with the internal laws of the state of North Carolina.  In the event that any
paragraph, subparagraph or provision of this Agreement shall be determined to
be partially contrary to governing law or otherwise partially unenforceable,
the paragraph, subparagraph, or provision and this Agreement shall be enforced
to the maximum extent permitted by law, and if any paragraph, subparagraph, or
provision of Agreement shall be determined to be totally contrary to governing
law or otherwise totally unenforceable, the paragraph, subparagraph, or
provision shall be severed and disregarded and the remainder of this Agreement
shall be enforced to the maximum extent permitted by law.


 


13.       No
Admissions.  Employee agrees that neither this Agreement nor performance
hereunder constitutes an admission by any of the Released Parties of any
violation of any federal, state, or local law, regulation, common-law, breach
of any contract, or any other wrongdoing of any type.


 


14.       Entire
Agreement.  This Agreement expresses the entire agreement between the
parties with reference to the date and terms of the retirement of Employee and
supersedes and replaces any prior understanding or arrangement, other than any
benefit plans, governing such terms, whether written or oral, between Employee
and Employer.


 


15.       Modification
of Agreement.  No waiver or modification of this Agreement shall be valid
unless in writing and signed by the party to be charged therewith.


 


 


 


RF Micro Devices, Inc.                                  /s/
Jerry D. Neal           


                                                                        Jerry
D. Neal


 


By:
     /s/ Robert A. Bruggeworth                   
April 5,
2012


            Robert A. Bruggeworth                       Date


            President and Chief Executive 


Officer


            


 


            April 5, 2012

           

Date


 


 


-9-










 











 


 


 


 


EXHIBIT A


 


Jerry D. Neal Options
and Restricted Stock Awards


 


OPTIONS


 


	
   

  Grant Type

  	
   

  Plan

  	
   

  Grant Date

  	
   

  Quantity Granted

  	
   

  Quantity Outstanding

  	
   

  Expiration Date

  	
   

  Grant Price

  	
  Post Retirement
  

  Rights

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ISO

  	
  1999

  	
  5/13/2002

  	
  6,230

  	
  6,230

  	
  5/13/2012

  	
  $16.05

  	
  N

  
	
  NQ

  	
  1999

  	
  5/13/2002

  	
  44,770

  	
  44,770

  	
  5/13/2012

  	
  $16.05

  	
  N

  
	
  ISO

  	
  1997

  	
  10/10/2002

  	
  1

  	
  1

  	
  10/10/2012

  	
  $5.60

  	
  N

  
	
  ISO

  	
  2003

  	
  8/19/2003

  	
  11,793

  	
  11,793

  	
  8/19/2013

  	
  $8.48

  	
  Y

  
	
  NQ

  	
  2003

  	
  8/19/2003

  	
  83,207

  	
  83,207

  	
  8/19/2013

  	
  $8.48

  	
  Y

  
	
  ISO

  	
  2003

  	
  7/27/2004

  	
  17,242

  	
  17,242

  	
  7/27/2014

  	
  $5.80

  	
  Y

  
	
  NQ

  	
  2003

  	
  7/27/2004

  	
  87,758

  	
  87,758

  	
  7/27/2014

  	
  $5.80

  	
  Y

  
	
  NQ

  	
  2003

  	
  8/9/2005

  	
  165,000

  	
  165,000

  	
  8/9/2015

  	
  $5.97

  	
  Y

  
	
  NQ

  	
  2003

  	
  8/1/2006

  	
  165,000

  	
  165,000

  	
  8/1/2016

  	
  $6.15

  	
  Y

  
	
  NQ

  	
  2003

  	
  8/9/2007

  	
  107,647

  	
  107,647

  	
  8/9/2017

  	
  $6.31

  	
  Y

  



 


SERVICE-BASED
RESTRICTED STOCK AWARDS


 


	
   

  	
   

  	
   

  	
  To Vest on Anniversary of Grant Date

  	
   

  
	
   

  Grant Date

  	
   

  Quantity Granted

  	
  Unvested Shares at
  

  Retirement Date

  	
   

  2012

  	
   

  2013

  	
   

  2014

  	
   

  2015

  	
  Post Retirement
  

  Rights

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8/9/2007

  	
  30,903

  	
  7,727

  	
  7,727

  	
   

  	
   

  	
   

  	
  Y

  
	
  7/30/2008

  	
  110,000

  	
  27,500

  	
  27,500

  	
   

  	
   

  	
   

  	
  Y

  
	
  7/30/2009

  	
  110,000

  	
  55,000

  	
  27,500

  	
  27,500

  	
   

  	
   

  	
  Y

  
	
  8/4/2010

  	
  59,800

  	
  44,850

  	
  14,950

  	
  14,950

  	
  14,950

  	
   

  	
  Y

  
	
  8/3/2011

  	
  40,000

  	
  40,000

  	
  10,000

  	
  10,000

  	
  10,000

  	
  10,000

  	
  Y

  



 


PERFORMANCE-BASED
RESTRICTED STOCK AWARDS


 


	
   

  	
   

  	
   

  	
  To Vest on Anniversary of Grant Date

  	
   

  
	
   

  Grant Date

  	
   

  Quantity Granted

  	
  Unvested Shares at
  

  Retirement Date

  	
   

  2012

  	
   

  2013

  	
   

  2014

  	
   

  2015

  	
  Post Retirement
  

  Rights

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5/5/2009

  	
  158,750

  	
  39,688

  	
  39,688

  	
   

  	
   

  	
   

  	
  N

  
	
  5/5/2010

  	
  86,750

  	
  43,375

  	
  21,687

  	
  21,688

  	
   

  	
   

  	
  N

  
	
  5/4/2011

  	
  77,250

  	
  77,250

  	
  38,625

  	
  19,312

  	
  19,313

  	
   

  	
  N