AMENDED AND RESTATED


CHANGE IN CONTROL AGREEMENT


THIS 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 JAMES D. STILSON (the “Executive”).


WHEREAS, the Executive has been employed by 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 a Change in Control Agreement effective as of May 15,
2004, 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 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) reflect
certain current developments and best practices and other revisions agreed to
by the parties;                              


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 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 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.


(ii)               
For purposes of this Agreement, “Cause” shall mean the occurrence of any
one or more of the following:


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(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 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 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;


(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);


(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);


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(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); or


(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.


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 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).


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.  


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(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.


(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) one (1) 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) one (1) 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).


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(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 one (1)–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).  


(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.


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(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 one (1)
additional year 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, 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.


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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.


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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).  


(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.  Notwithstanding the amendment provisions of
Section 13, the Company shall have unilateral authority to amend this Agreement
if necessary to comply with, or be exempt from, Code Section 409A.  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.  In
addition, the parties agree that if (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. 


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.


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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).


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.


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(c)               
Confidentiality.  As a consequence of his unique position as an
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 and the Company have agreed to certain understandings
reflected in a separate non-competition, confidentiality, invention or similar
agreement or agreements, as such agreement or agreements  may be further
amended, modified or restated (collectively, 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.


(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:


14










 






 


 


(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.  


(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.


15










 


 


 


 


(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.  


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 (except as otherwise provided under Section 5(c) herein).  Notwithstanding
the foregoing or anything to the contrary in the 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. 


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.


17










 






 


 


 


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


            If
to the Executive:


                        James
D. Stilson


                        7628 Thorndike Road


                        Greensboro,   North Carolina 27409-9421


 


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.


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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.


[Signature
Page To Follow]


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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/
Robert A. Bruggeworth                                


Printed Name:    Robert
A. Bruggeworth                       


Title:     President &
CEO                                             


ATTEST:


      /s/ William A. Priddy, Jr.                             


Secretary


[Corporate Seal]


EXECUTIVE                                                             


                       /s/ James D. Stilson                               


Printed
Name:  James D. Stilson                                   


20