SECOND AMENDED AND RESTATED



CHANGE IN CONTROL AGREEMENT


THIS SECOND
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (the “Agreement”) is entered
into effective as of December 31, 2008, by and between RF MICRO DEVICES, INC.,
a North Carolina corporation (the “Company”), and ROBERT A. BRUGGEWORTH (the “Executive”).


WHEREAS, the
Executive has been employed by the Company in various executive capacities,
including President and Chief Executive Officer of the Company, and, as of the
date hereof, the Executive continues to be employed as the President and Chief
Executive Officer of the Company; and


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


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


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


WHEREAS, the
Executive and the Company have previously entered into an Amended and Restated
Change in Control Agreement effective as of January 10, 2003, as amended
by Amendment No. 1 thereto dated as of June 9, 2005 (the “Predecessor Agreement”);
and


WHEREAS, the
Executive and the Company desire to further amend and restate the Predecessor
Agreement to, among other things, (i) comply with Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”), and all guidance
promulgated thereunder, including the final Treasury Regulations (collectively,
“Code Section 409A”), and (ii) conform certain terms contained herein with
certain terms contained in the employment agreement entered into as of
November 12, 2008 by and between the Executive and the Company (the “Employment
Agreement”);


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


 










 


 


1.                 
Term of Agreement.  This Agreement shall become
effective on the date hereof and shall continue in effect until the earliest of
(a) December 31, 2009, if no Change in Control has occurred before that date;
provided, however, that commencing on January 1, 2010 and each year thereafter,
the term of this Agreement shall automatically be extended for an additional
one year unless, not later than October 1 of the previous year, the Company
shall have given notice to the Executive that it does not wish to extend this
Agreement (such initial period, as it may be extended as described in Section
1(a) herein, being referred to as the “Term”); (b) the termination by either
party of the Executive’s employment with the Company for any reason prior to a
Change in Control; or (c) the expiration following a Change in Control of two
years and the fulfillment by the Company and the Executive of all of their
obligations hereunder.  Notice by the Company of its intention not to extend
the term of this Agreement and its expiration at the end of the Term shall not
constitute termination of employment and the Executive shall not be entitled to
the payment of benefits under Sections 4 and 5 unless he is otherwise entitled
to such benefits pursuant to the terms herein.  Furthermore, nothing in this Section
1 shall cause this Agreement to terminate before both the Company and the
Executive have fulfilled all of their obligations hereunder.


2.                 
Change In Control.


(a)               
No compensation shall be payable under this Agreement unless and until
(i) there has been a Change in Control of the Company while the Executive is
still an employee of the Company and (ii) the Executive’s employment by
the Company is terminated for a reason other than one or more of the
circumstances specified in Section 3(a)(i) through (v).


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


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


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


(iii)              
The date there shall have been a change in a majority of the Board of Directors
of the Company within a 12‐month period unless the nomination for
election by the Company’s shareholders of each new director was approved by the
vote of two-thirds of the directors then still in office who were in office at
the beginning of the 12-month period.


For purposes herein, the term “person” shall mean any
individual, corporation, partnership, group, association or other person, as
such term is defined in Section 13(d)(3) or Section 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than
the Company, a subsidiary of the Company or any employee benefit plan(s)
sponsored or maintained by the Company or any subsidiary thereof, and the term “beneficial
owner” shall have the meaning given the term in Rule 13d-3 under the Exchange
Act.


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3.                  
Termination Following Change In Control.


 


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


(b)              
Death or Disability.


(i)                 
Disability.  In the event that the Executive’s employment
terminates because of Disability, the Company shall have no obligation or
liability to the Executive pursuant to this Agreement by reason of such
termination (except as may be otherwise provided in Section 4(d) herein) and
this Agreement shall terminate upon the Executive’s termination of employment
due to Disability; provided, however, that the Executive’s termination of
employment due to Disability shall be effective only (A) if such termination is
treated as a termination for Disability in accordance with the Employment
Agreement; or (B) if there is no Employment Agreement or the Employment
Agreement has been terminated, at the end of thirty (30) days following the
delivery of a Notice of Termination (as defined in Section 3(f) below) due to
Disability by the Company to the Executive and only if Executive fails to
return to the full-time performance of duties by the end of such 30-day notice
period.  For the purposes of this Agreement, “Disability” shall have the
meaning given such term in the Employment Agreement, or, in the absence of any
such effective Employment Agreement defining termination for “Disability,” the
term “Disability” shall mean a physical or mental illness or injury that
prevents the Executive from performing the essential functions of his duties
(as they existed immediately before the illness or injury) on a full-time basis
for a period of at least six (6) consecutive months.  The Board of Directors of
the Company (the “Board”) shall have sole authority to determine if a
Disability exists. 


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


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


(d)              
Cause.


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


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(ii)               
For purposes of this Agreement, “Cause” shall have the meaning given
such term in the Employment Agreement, or, in the absence of any such effective
Employment Agreement defining termination for “Cause,” the term “Cause” shall
mean the occurrence of any one or more of the following:


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


(B)             
The Executive’s willfully or recklessly engaging in conduct that damages
the business or reputation of the Company or any Affiliate;


(C)             
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;


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


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


(F)              
Any willful breach by the Executive of a material term of this Agreement
(including but not limited to, any covenant contained in Section 9 of this
Agreement) that continues for a period of thirty (30) days after written notice
from the Company to the Executive; 


(G)             
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, Section 86 to 113.8);


(H)             
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); or


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(I)                
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 Disability.


(e)               
Good Reason.  The Executive may terminate his employment for Good
Reason at any time after a Change of Control during the Termination Period. 
For purposes of this Agreement, “Good Reason” shall have the meaning given such
term in the Employment Agreement, or, in the absence of any such effective
Employment Agreement defining termination for “Good Reason,” the term “Good
Reason” shall mean any of the following:  


(i)                 
Any material reduction by the Company without the Executive's written consent
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 under the Employment Agreement, 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 officers or all employees, as the case may be (and
not the Executive singly);


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(iii)              
Any failure by the Company to continue the Executive’s ability to
participate in (A) the Company’s 2003 Stock Incentive Plan or any other equity-based
compensation plans established by the Company for the benefit of key employees,
(B) 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,
or (C) any 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 (“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 (X) a reduction in the Executive’s Cash Bonus Plan (“Cash Bonus
Plan”) or successor cash incentive compensation plan payments due to the
failure to attain certain performance-based objectives, (Y) 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 (Z) 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 3(e)(iii);


(iv)             
A relocation of the Company’s principal executive offices to a location
in excess of thirty (30) 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 at the time of the Change in Control of the Company (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 assumption of this Agreement by any successor or assignee of the
Company (and parent corporation of such successor or assignee, if applicable),
as provided in Section 11(a) herein; or 


(vii)            
Any involuntary loss of the Executive’s position as a member of the
Board.


Notwithstanding the foregoing, the occurrence of an event
that would otherwise constitute Good Reason under this Section 3(e) 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.


(f)                
Notice of Termination.  Any termination of the Executive’s
employment (i) by the Company due to Disability, Retirement or for Cause
or (ii) by the Executive for Good Reason shall be communicated by a Notice of
Termination.  For purposes of this Agreement, a “Notice of Termination” shall
mean a written notice which shall indicate those specific termination
provisions in this Agreement relied upon and which sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination
of the Executive’s employment under the provisions so indicated.  For purposes
of this Agreement, no such purported termination by the Company or the
Executive shall be effective without such Notice of Termination.


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


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


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


(i)                 
Within thirty (30) days following the Date of Termination (or such
earlier date, if any, as may be required under applicable wage payment laws), a
lump-sum cash amount equal to the sum of (A) the Executive’s accrued but unpaid
base salary through the Date of Termination and any bonus amounts which have
been earned or become payable, to the extent not theretofore paid or deferred,
(B) a pro rata portion of the Executive’s annual bonus for the fiscal year in
which the Executive’s Date of Termination occurs in an amount at least equal to
(1) the Executive’s Bonus Amount (as defined below), multiplied by (2) a
fraction, the numerator of which is the number of days in the fiscal year in
which the Date of Termination occurs through the Date of Termination and the
denominator of which is three hundred sixty-five (365), and reduced by (3) any
amounts paid from the Company’s incentive plan for the fiscal year in which the
Executive’s Date of Termination occurs and (C) any accrued vacation pay, to the
extent not theretofore paid.  The lump-sum cash payment to be made to the
Executive pursuant to this Section 4(a)(i) is intended to be exempt from Code Section
409A under the exemption found in Regulation Section 1.409A-(b)(4) for
short-term deferrals.


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(ii)               
A severance benefit (the “Severance Benefit”) payable in accordance with
the provisions of this Section 4(a)(ii) equal to the sum of (i) two (2) times
the Executive’s highest annual rate of base salary during the 12-month period
immediately prior to Executive’s Date of Termination, plus (ii) two (2) times
the Executive’s Bonus Amount.    That portion of the Severance Benefit payable
to the Executive pursuant to this Section 4(a)(ii) that exceeds the “separation
pay limit,” if any, shall be paid to the Executive in a lump sum
payment within thirty (30) days following the Date of Termination (or such
earlier date, if any, as may be required under applicable wage payment laws). 
The “separation pay limit” shall mean two (2) times the lesser of: (1) the sum
of the Executive’s annualized compensation based upon the annual rate of
pay for services provided to the Company for the calendar year immediately
preceding the calendar year in which the Executive’s Date of Termination occurs
(adjusted for any increase during that calendar year that was expected to
continue indefinitely if the Executive had not terminated employment);
and (2) the maximum dollar amount of compensation that may be taken into
account under a tax-qualified retirement plan under Code Section 401(a)(17) for
the year in which his Date of Termination occurs.  The lump-sum payment to be
made to the Executive pursuant to this Section 4(a)(ii) is intended to be
exempt from Code Section 409A under the exemption found in Regulation Section
1.409A-(b)(4) for short-term deferrals.  The remaining portion of the Severance
Benefit payable to the Executive pursuant to this Section 4(a)(ii) shall be
paid in periodic installments over the Compensation Period (as defined herein)
in accordance with the normal payroll practices of the Company.  Notwithstanding
the foregoing, in no event shall such remaining portion of the Severance
Benefit be paid to the Executive later than December 31 of the second calendar
year following the calendar year in which Executive’s Termination Date
occurs.   The payments to be made to the Executive pursuant to the
immediately preceding sentence of this Section 4(a)(ii) are intended to be
exempt from Code Section 409A under the exemption found in Regulation Section
1.409A-(b)(9)(iii) for separation pay plans (i.e., the so-called “two times”
pay exemption).


(iii)              
For purposes of this Section 4(a), “Bonus Amount” shall mean the Executive’s
target annual bonus opportunity as defined in the Company’s Cash Bonus Plan or
successor cash incentive compensation plan for the year in which his Date of
Termination occurs.  The two (2)-year period following the Qualifying
Termination of the Executive for which the benefits provided pursuant to Section
4(a) and 4(b) shall be or shall have been provided is referred to herein as the
“Compensation Period.”


(b)              
Continued Coverage.  If, during the Termination Period, the
employment of the Executive shall terminate pursuant to a Qualifying
Termination, the Executive shall be entitled to the following special benefits:


(i)                 
The Executive shall be entitled to participate (treating the Executive
as an active employee for this purpose) in 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 (the “Company Health Care Plan”) during
the Compensation 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 Compensation Period, the Executive shall pay
the entire premium required for the Continuation Coverage under the Company
Health Care Plan.  The premium required for the Continuation Coverage during
the first eighteen (18) months of the Compensation Period (or the entire
Compensation Period if the duration of the Compensation Period is less than
eighteen (18) months) 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
Compensation Period, if any, the premium required for the Continuation Coverage
shall be the 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 Compensation 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 policy of health insurance (the “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.


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(iii)              
The Continuation Coverage provided to the Executive and his dependents
pursuant to this Section 4(b) 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 (iii), 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 Section 4(b).  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.


(iv)             
During the Compensation Period, the Company shall pay to the Executive a
monthly special benefit as determined pursuant to the provisions of this
subsection (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 Compensation 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 Section
4(b).  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 Section
4(b). 


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(v)               
In addition to participation in the Company Health Care Plan during the
Compensation Period, the Executive shall as permitted by Code Section 409A also
be entitled to participate (treating the Executive as an “active” employee of
the Company for this purpose) during the Compensation Period in the other Welfare
Benefit Plans in which he participated immediately prior to his Date of Termination
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.


(vi)             
The Executive’s accrued benefits as of the Date of Termination under any
other of the Company’s employee benefit plans shall be paid to the Executive in
accordance with the terms of such plans.  In addition, in the event of a
Qualifying Termination, the Company shall provide the Executive with two (2)
additional years of service credit under all non-qualified retirement plans and
excess benefit plans in which the Executive participated as of his Date of
Termination.  


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


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


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


(d)              
Payments Due to Termination Other Than Qualifying Termination. 
If, during the Termination Period, the Executive shall terminate other than
by reason of a Qualifying Termination and the Employment Agreement, if any, is
still in effect, then the Executive shall not be entitled to any benefits under
this Agreement.  If, during the Termination Period, the Executive shall
terminate other than by reason of a Qualifying Termination and there is
no Employment Agreement or the Employment Agreement is no longer in effect,
then the Company shall pay to Executive within thirty (30) days following the
Date of Termination (or such earlier date, if any, as may be required under
applicable wage payment laws) a lump-sum cash amount equal to the sum of (i)
Executive’s accrued but unpaid base salary through the Date of Termination and
any bonus amounts which have become payable, to the extent not theretofore paid
or deferred, and (ii) any accrued vacation pay, to the extent not theretofore
paid.  The Company may make such additional payments, and provide such
additional benefits, to Executive as the Company and Executive may agree in
writing.  The Executive’s accrued benefits as of the Date of Termination under
the Company’s employee benefit plans shall be paid to Executive in accordance
with the terms of such plans.


10










 


5.                 
Certain Additional Payments by the Company; Code Section 409A
Matters.


 


(a)               
Notwithstanding anything in this Agreement to the contrary and subject
to the provisions of this Section 5 (including the Safe Harbor Cap described in
subsection (b), 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 5; 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 5.


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.


11










 



 


 


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 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 5 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 5
shall be binding and conclusive on the Company and the Executive.


(b)              
Notwithstanding the foregoing provisions of Section 5(a), 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).  


12










 


 


 


(c)               
To the extent applicable, the parties hereto intend that this Agreement
comply with Code Section 409A including, if applicable, compliance with any
exemptions from Code Section 409A.  The parties hereby agree that this
Agreement shall at all times be construed in a manner to comply with (or be
exempt from) Code 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 Code Section 409A or may otherwise subject the Executive to
tax, interest, or other liability under Code Section 409A (“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 Code Section 409A
not applied, but in a manner that is compliant with Code 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 Code
Section 409A (and is not otherwise exempt from the provisions thereof) be
accelerated or delayed in violation of Code Section 409A.  Specifically, the
parties agree that (i) if the Executive is a key employee (as defined in Section
416(i) of the Code without regard to paragraph (5) thereof), then (ii) any
payments that are considered deferred compensation under Code 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.  


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


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


8.                 
Offset; No Obligation to Mitigate Damages.


(a)               
Offset.  The Company’s obligation to make any payments provided
for in this Agreement and otherwise to perform its obligations hereunder shall
be subject to, and (subject to any Code Section 409A considerations) may be
reduced by the amount related to, any right of set-off, counterclaim,
recoupment, defense or other claim, right or action which the Company may have
against the Executive.


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


13










 






 


 


9.                 
Confidentiality; Competition; Solicitation.


 


(a)               
Covenants of Executive.  The Company and the Executive recognize
that the Executive’s services are special and unique and that the provisions
herein for compensation under Section 4 and Section 5 are partly in
consideration of and conditioned upon the Executive’s compliance with the covenants
contained in this Section 9.  Accordingly, during the Term of the Agreement and,
except as otherwise provided in this Section 9, following the Executive’s
termination of employment, the Executive shall be subject to the covenants
contained in this Section 9.  


(b)              
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-Date of Termination personal or professional commitments or obligations. 
The Company shall promptly reimburse the Executive for his out-of-pocket
expenses incurred during his lifetime in connection with the fulfillment of his
obligations under this Section 9(b), but in any event no later than forty-five
(45) days following the month in which the expense was incurred.  The expenses
eligible for reimbursement under this Section 9(b) 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 9(b) shall not be subject to liquidation or exchange for any
other benefit.


(c)               
Confidentiality.  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 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 (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.


(d)              
Non-Disparagement.  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.


(e)               
Solicitation.  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.


14










 






 


 


(f)                
Non-Competition.  The Executive acknowledges and agrees that the
duties and responsibilities to be performed by him for the Company 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 with the
Company will be such that his breach of the covenants contained in this Section
9(f) would immeasurably and irreparably damage the Company regardless of where
in the Restricted Area (as defined below) 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 9(f) to apply
to the Executive’s activities throughout the Restricted Area and for the
Restricted Period (as defined below).  In recognition of the special and
unusual character of the duties and responsibilities of the Executive 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 (as defined below) 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
9(f) 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.  For purposes of this Section 9(f), the following terms shall have
the following meanings:


(i)                 
“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.


(ii)               
“Restricted Area” means the United States of America.


(iii)              
“Restricted Period” means the Term and the Compensation Period.


(g)               
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.


(h)               
Failure to Comply.  In  the event that the Executive shall fail
to comply with any provision of this Section 9, 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.  


15










 


 


(i)                 
Reasonableness of Restrictions.  The Executive and the Company
have each carefully read the provisions of this Section 9 and, having done so,
agree that the restrictions set forth in this Section 9 (including, but not
limited to, the Restricted Period restriction and the Restricted Area
restriction set forth in this Section 9) 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 9 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 9 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 9 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.


(j)                
Notice of Covenants and Subsequent Employment.  The  Executive
shall provide any subsequent employer with written notice of the existence and
terms of this Section 9 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 9(j) shall not be required
following the expiration of the Restricted Period.


(k)              
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 9 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
9, 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 9.  Any preclearance of new employment to
the Executive provided or deemed provided by the Company pursuant to this Section
9(k) 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 9 for any activities of Executive that are not described in
such Preclearance Notice.


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


16










 






11.             
Successors and Assigns.


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


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


12.             
Waiver; Governing Law.  The excuse or waiver of the
performance of any obligation under this Agreement shall only be effective if
evidenced by a written statement signed by a duly authorized representative of
the Company.  No delay in exercising any right or remedy shall constitute a
waiver thereof, and no waiver by either party hereto at any time of any breach
by the other party hereto of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.  This Agreement shall be governed by and construed in
accordance with the laws of the State of North Carolina, without regard to the
conflict of laws provisions of any state. 


17










 


 


13.             
Entire Agreement; Amendment.  This Agreement contains
all of the terms agreed upon between the Executive and the Company with respect
to the subject matter hereof and, except as provided below, it supersedes all
prior understandings and agreements (including, without limitation, the
Predecessor Agreement) between the Executive and the Company with respect to
the matters contemplated in the Agreement. Without limiting the effect of the
foregoing, the Executive agrees that this Agreement satisfies any rights he may
have had under any prior understanding or agreement (including, without
limitation, the Predecessor Agreement) between the Executive and the Company
with respect to the subject matters described therein, and the parties agree
that the Predecessor Agreement shall be terminated as of the effective date of
this Agreement. The Executive and the Company agree that no term, provision or
condition of this Agreement shall be held to be altered, amended, changed or
waived in any respect except as evidenced by written agreement of the Executive
and the Company.  Notwithstanding the foregoing or anything to the contrary in
the Agreement (and except as provided below with respect to the Employment
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 or the Employment Agreement, except as follows: If and as
long as the Executive is also a party to the Employment Agreement with the
Company that provides for certain payments to be made by the Company to the
Executive in the event his employment is terminated, then the Executive and the
Company acknowledge that the benefits paid (if any) under this Agreement
following a Qualifying Termination of the Executive will offset the benefits
paid (if any) under the Executive’s Employment Agreement.  This Agreement and
the Employment 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.


14.             
No Trust Fund; Unfunded Obligation.  The obligation of
the Company to make payments hereunder shall constitute an unsecured liability
of the Company to the Executive.  The Company shall not be required to
establish or maintain any special or separate fund, or otherwise to segregate
assets to assure that such payments shall be made, and the Executive shall not
have any interest in any particular assets of the Company by reason of its
obligations hereunder.  Nothing contained in this Agreement shall create or be
construed as creating a trust of any kind or any other fiduciary relationship
between or among the Company, the Executive, or any other person.  To the
extent that any person acquires a right to receive payment from the Company, such
right shall be no greater than the right of an unsecured creditor of the
Company.


15.             
Notices.  For purposes of this Agreement, notices and
all other communications provided for in the Agreement shall be in writing and
shall be deemed to have been duly given when delivered, one business day after
being sent for overnight delivery by a nationally recognized overnight courier
or three business days after being mailed by United States registered mail,
return-receipt requested, postage-prepaid, addressed as follows:


If to the
Company:


                        RF
Micro Devices, Inc.


                        7628 Thorndike Road


                        Greensboro,   North Carolina 27409-9421


                        Attention:
Chief Financial Officer


 


            with a copy to:


                        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.


            120 Exchange Street, 4th
Floor


            Portland, ME 04101


            Attention:  Anthony H.
Dowling


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


18










 


16.             
Jurisdiction, Legal Fees and Expenses.  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 (unless the Company elects to enforce its rights under
Section 9(h) in a different jurisdiction).  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. 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 16 shall be paid to the other party within 60 days of the final
resolution of such claim giving rise to such fees and expenses.  The expenses
eligible for reimbursement under this Section 16 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 16 shall not be subject to liquidation or exchange for any
other benefit.


17.             
Severability.  If any provision of this Agreement
shall be held invalid or unenforceable in whole or in part, such invalidity or
unenforceability shall not affect any other provision of this Agreement or part
thereof, each of which shall remain in full force and effect.


18.             
Counterparts.  This Agreement may be executed in one
or more counterparts, each of which shall be deemed to be an original but all
of which together will constitute one and the same instrument.






 


 


 



19.              
Captions; Gender.  The headings and captions contained in the
Agreement are intended for convenience of reference only and have no substantive
significance.  References to the masculine gender shall include references
to the feminine gender, and vice versa.


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


                                                                        RF
MICRO DEVICES, INC.                      


                                                


 


                                                                        By:  
/s/ Walter H. Wilkinson Jr.                                    


                                                                        Printed
Name:  Walter H. Wilkinson Jr.                        


                                                                        Title: 
Chairman of the Board of Directors                    



 


ATTEST:


 


 


  /s/ William A. Priddy, Jr.                    


            Secretary


 


[Corporate
Seal]


 


                                                            EXECUTIVE                                                              


 


 


                                                           
    /s/ Robert A. Bruggeworth                                         


                                                                                                                                                                                                                                     Printed
Name: Robert A. Bruggeworth                        




                       



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