EXHIBIT 10.5

 

2003 STOCK INCENTIVE PLANOF RF MICRO DEVICES, INC.

Restricted Stock Unit Agreement(Director Annual/Supplemental RSU)

THIS AGREEMENT (together with Schedule A,attached hereto, the "Agreement"), made effective as of the "GrantDate" as defined in Section 2, below between RF MICRO DEVICES, INC., aNorth Carolina corporation (the "Corporation"), and **XXXXXX**,a Director of the Corporation (the "Participant");

R E C I T A L S:

In furtherance of the purposes of the RF MicroDevices, Inc. Director Compensation Plan, as it may be amended, and the 2003Stock Incentive Plan of RF Micro Devices, Inc., as amended to date and as itmay be further amended (the "Plan"), the Corporation and theParticipant hereby agree as follows:

# 1.                  Incorporation of Plan.  The rights and duties of the Corporationand the Participant under this Agreement shall in all respects be subject toand governed by the provisions of the Plan, the terms of which are incorporatedherein by reference.  In the event of any conflict between the provisions inthe Agreement and those of the Plan, the provisions of the Plan shall govern. Unless otherwise defined herein, capitalized terms in this Agreement shall havethe same definitions as set forth with the Plan.

# 2.                  Terms of Award.  The following terms used in this Agreement shallhave the meanings set forth in this Section 2:

## (a)               The "Participant" is **XXXXXX**.

## (b)               The "Grant Date" is **XXXXX**.

## (c)               The "Restriction Period" is the period beginning on the GrantDate and ending on such date or dates and occurrence of such conditions asdescribed in Schedule A, which is attached hereto and expressly made a part ofthis Agreement.

## (d)               The number of shares of Common Stock subject to the Restricted StockUnit (or "RSU") granted under this Agreement shall be ** XXXX** shares(the "Shares").

 

 

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# 3.                  Grant of Restricted Stock Unit Award.  Subject to the terms ofthis Agreement and the Plan, the Corporation hereby grants the Participant anaward of Restricted Stock Units (the "Award") for that number ofShares of Common Stock as is set forth in Section 2.  The Participantexpressly acknowledges that the terms of Schedule A shall be incorporatedherein by reference and shall constitute part of this Agreement.  TheCorporation and the Participant further acknowledge that the Corporation'ssignature on the signature page hereof, and the Participant's signature on theGrant Letter contained in Schedule A, shall constitute their acceptance of allof the terms of this Agreement.

# 4.                  Dividends and Voting Rights.  The Participant or his legalrepresentatives, legatees or distributes shall not be deemed to be the holderof any Shares subject to the Award and shall not have any dividend rights,voting rights or other rights as a shareholder unless and until (and then onlyto the extent that) the Award has vested and certificates for such Shares havebeen issued and delivered to him or them (or, in the case of uncertificatedshares, other written evidence of ownership in accordance with applicable lawsshall have been provided).

# 5.                  Vesting and Earning of Award.

## (a)               Subject to the terms of the Plan and the Agreement (including but notlimited to Section 10(a)), the Award shall be deemed vested and earned, and theShares subject to the Award shall be distributable as provided in Section 7herein, upon such date or dates, and subject to such conditions, as aredescribed on Schedule A.  Without limiting the effect of the foregoing, theShares subject to the Award may vest in installments over a period of time, ifso provided in Schedule A.  The Participant expressly acknowledges that theAward shall vest only upon such terms and conditions as are provided in thisAgreement (including but not limited to Schedule A of this Agreement) andotherwise in accordance with the terms of the Plan.

## (b)               The Administrator has sole authority to determine whether and to whatdegree the Award has vested and been earned and is payable and to interpret theterms and conditions of this Agreement and the Plan.

# 6.                  Effect of Termination of Service; Forfeiture of Award.  Except asmay be otherwise provided in the Plan or the Agreement, in the event of the termination ofservice of the Participant for any reason (whether by the Corporation orthe Participant, and whether voluntary or involuntary) and all or part of theAward has not vested pursuant to the terms of this Agreement, then the Award,to the extent not vested as of the Participant's termination date, shall beforfeited immediately upon such termination, and the Participant shall have nofurther rights with respect to the Award or the Shares underlying that portionof the Award that has not yet been earned and vested.  The Participantexpressly acknowledges and agrees that the termination of his service shall(except as may otherwise be provided in the Agreement or the Plan) result inforfeiture of the Award and the Shares to the extent the Award has not beenearned and vested as of the date of his termination of service.

# 7.                  Settlement of Award.  The Administrator shall determine whetherthe Award, if earned in accordance with Section 5 herein, shall be payable incash or whole shares of Common Stock, or partly in cash and partly in wholeshares of Common Stock.  In the event that the Award is payable in shares ofCommon Stock, a certificate or certificates for the Shares or portion thereof(or, in the case of uncertificated shares, other written evidence of ownershipin accordance with applicable laws) which have been earned shall be issued inthe name of the Participant (or his beneficiary) as soon as practicable after,and only to the extent that, the Award (or portion thereof) has vested (subjectto the terms of Section 10(a) herein).

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# 8.                  No Right of Continued Service.  Nothing contained in thisAgreement or the Plan shall confer upon the Participant any right to continuein the service of the Corporation or a related entity or to interfere in anyway with the right of the Corporation or a related entity to terminate theParticipant's service at any time.  Except as otherwise expressly provided inthe Plan and this Agreement (including but not limited to Schedule A), allrights of the Participant under the Plan with respect to the unvested portionof his Award shall terminate upon the termination of service of the Participantwith the Corporation or a related entity.

# 9.                  Nontransferability of Award and Shares.  The Award shall not betransferable (including by sale, assignment, pledge or hypothecation) otherthan by will or the laws of intestate succession.  The designation of abeneficiary in accordance with the Plan does not constitute a transfer.  TheParticipant shall not sell, transfer, assign, pledge or otherwise encumber theShares subject to the Award until all conditions to vesting have been met.

# 10.              Withholding; Tax Matters.

## (a)               The Participant acknowledges that the Corporation shall require theParticipant to pay the Corporation the amount of any federal, state, local,foreign or other tax or other amount required by any governmental authority tobe withheld and paid over by the Corporation to such authority for the accountof the Participant, and the Participant agrees, as a condition to the grant ofthe Award, to satisfy such obligations. 

## (b)               The Participant acknowledges that the Corporation has made no warrantiesor representations to the Participant with respect to the tax consequences(including but not limited to income tax consequences) with respect to thetransactions contemplated by this Agreement, and the Participant is in nomanner relying on the Corporation or its representatives for an assessment ofsuch tax consequences.  The Participant acknowledges that there may be adversetax consequences upon the grant of the Award and/or the acquisition ordisposition of the Shares subject to the Award and that the Participant hasbeen advised that he should consult with his own attorney, accountant and/ortax advisor regarding the decision to enter into this Agreement and theconsequences thereof.  The Participant also acknowledges that the Corporationhas no responsibility to take or refrain from taking any actions in order toachieve a certain tax result for the Participant.

# 11.              Administration.  The authority to construe and interpret thisAgreement and the Plan, and to administer all aspects of the Plan, shall bevested in the Administrator, and the Administrator shall have all powers withrespect to this Agreement as are provided in the Plan.  Any interpretation ofthe Agreement by the Administrator and any decision made by it with respect tothe Agreement is final and binding.

# 12.              Superseding Agreement; Binding Effect.  This Agreement supersedesany statements, representations or agreements of the Corporation with respectto the grant of the Award, any other equity-based awards or any related rights,and the Participant hereby waives any rights or claims related to any suchstatements, representations or agreements.  Except as may be otherwise providedin Section 18 of the Plan, this Agreement does not supersede or amend anyexisting Change in Control Agreement, Inventions, Confidentiality andNonsolicitations Agreement, Employment Agreement or any other similar agreementbetween the Participant and the Company, including, but not limited to, anyrestrictive covenants contained in such agreements.  This Agreement shall bebinding upon and shall inure to the benefit of the parties hereto and theirrespective executors, administrators, next-of-kin, successors and assigns.

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# 13.              Governing Law.  Except as otherwise provided in the Plan orherein, this Agreement shall be construed and enforced according to the laws ofthe State of North Carolina, without regard to the conflict of laws provisionsof any state and in accordance with applicable federal laws of the UnitedStates.

# 14.              Amendment and Termination; Waiver.  Subject to the terms of thePlan and this Agreement, this Agreement may be modified or amended only by thewritten agreement of the parties hereto.  Notwithstanding the foregoing,the Administrator shall have unilateral authority to amend this Agreement(without Participant consent) to the extent necessary to comply with applicablelaws, rules and regulations or changes to applicable laws, rules andregulations (including but not in no way limited to Code Section 409A andfederal securities laws). The waiver by the Corporation of abreach of any provision of the Agreement by the Participant shall not operateor be construed as a waiver of any subsequent breach by the Participant.

# 15.              Notices.  Except as may be otherwise provided by the Plan, anywritten notices provided for in this Agreement or the Plan shall be in writingand shall be deemed sufficiently given if either hand delivered or if sent byfax or overnight courier, or by postage paid first class mail.  Notices sent bymail shall be deemed received three business days after mailed but in no eventlater than the date of actual receipt.  Notice may also be provided byelectronic submission, if and to the extent permitted by the Administrator. Notices shall be directed, if to the Participant, at the Participant's addressindicated by the Corporation's records, or if to the Corporation, at theCorporation's principal office, attention Treasurer, RF Micro Devices, Inc.

# 16.              Severability.  The provisions of this Agreement are severable andif any one or more provisions may be determined to be illegal or otherwiseunenforceable, in whole or in part, the remaining provisions shall neverthelessbe binding and enforceable.

# 17.              Restrictions on Award and Shares.  The Corporation may imposesuch restrictions on the Award and any Shares issued pursuant to the Award asit may deem advisable, including without limitation restrictions under thefederal securities laws, the requirements of any stock exchange or similarorganization and any blue sky or state or foreign securities laws applicable tothe Award or Shares.  Notwithstanding any other provision in the Plan or theAgreement to the contrary, the Corporation shall not be obligated to issue,deliver or transfer shares of Common Stock, to make any other distribution ofbenefits, or to take any other action, unless such delivery, distribution oraction is in compliance with all applicable laws, rules and regulations(including but not limited to the requirements of the Securities Act).  TheCorporation may cause a restrictive legend to be placed on any certificate forShares issued pursuant to the Award in such form as may be prescribed from timeto time by applicable laws and regulations or as may be advised by legalcounsel. 

# 18.              Counterparts; Further Instruments. This Agreement may be executedin two or more counterparts, each of which shall be deemed an original, but allof which together shall constitute one and the same instrument.  The partieshereto agree to execute such further instruments and to take such furtheraction as may be reasonably necessary to carry out the purposes and intent ofthis Agreement.

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IN WITNESS WHEREOF, this Agreement has beenexecuted on behalf of the Corporation and by the Participant effective as ofthe Grant Date stated in Section 2, herein.

**RF MICRO DEVICES, INC.**

By:                                                                                                                                     Robert A. Bruggeworth

     Presidentand Chief Executive Officer

Attest:

                                        

WilliamPriddy

Secretary & Chief Financial Officer

***[Signature Page of Participant to Follow on ScheduleA/Grant Letter]***

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2003 Stock Incentive Plan of RF Micro Devices, Inc.Restricted Stock Unit Agreement(Director Annual/Supplemental RSU)

Schedule A/Grant Letter

# 1.                  Pursuant to the terms and conditions of the Company's 2003 StockIncentive Plan, as amended (the "Plan"), you (the "Participant")have been granted an Award of Restricted Stock Units (the "Award") for________ shares of our Common Stock as outlined below.

#  

| Granted To:                                |                                               |
|---------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Grant Date:                                |                        , 20                                                                          |
| Number of    Shares Subject to Award:      |                                     |

                                  VestingSchedule:

The Award shall vest on the first anniversaryof the Grant Date, subject to the continued service of the Participant as aDirector on such vesting date and the terms and conditions of the DirectorCompensation Plan, the Plan and the Agreement.

** **

By my signaturebelow, I, the Participant, hereby acknowledge receipt of this Grant Letter andthe Restricted Stock Unit Agreement (the "Agreement") dated__________ ___, **XXXX**, between the Participant and RF Micro Devices, Inc.(the "Company") which is attached to this Grant Letter.  I understandthat the Grant Letter and other provisions of Schedule A herein areincorporated by reference into the Agreement and constitute a part of theAgreement.  By my signature below, I further agree to be bound by the termsof the Plan and the Agreement, including but not limited to the terms of thisGrant Letter and the other provisions of Schedule A contained herein.  TheCorporation reserves the right to treat the Award and the Agreement ascancelled, void and of no effect if the Participant fails to return a signedcopy of the Grant Letter within 30 days of receipt.

Signature:                                                                                              Date:                                       

*Note: If there are any discrepancies in the name shown above, please make theappropriate corrections on this form.  Please retain a copy of the Agreement,including this Grant Letter, for your files.*

 

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