AMENDED AND RESTATED

CHANGE IN CONTROL AGREEMENT

THIS AMENDED AND RESTATED CHANGE IN CONTROLAGREEMENT (the “Agreement”) is entered into effective as of December31, 2008,by and between RF MICRO DEVICES, INC., a North Carolina corporation (the “Company”),and WILLIAM A. PRIDDY, JR. (the “Executive”).

WHEREAS, the Executive has been employed by theCompany; and

WHEREAS, the Company considers theestablishment and maintenance of a sound and vital management group to beessential to protecting and enhancing the best interests of the Company and itsshareholders; and

WHEREAS, the Company has determined that thebest interests of the Company and its shareholders will be served byreinforcing and encouraging the continued dedication of the Executive to hisassigned duties without distractions arising from a potential change in controlof the Company; and

WHEREAS, this Agreement is intended to removesuch distractions and to reinforce the continued attention and dedication ofthe Executive to his assigned duties; and

WHEREAS, the Executive and the Company havepreviously entered into a Change in Control Agreement effective as of March 1,2001, as amended by Amendment No. 1 thereto dated as of June 9, 2005****(the“Predecessor Agreement”); and

WHEREAS, the Executive and the Company desireto amend and restate the Predecessor Agreement to, among other things,(i) comply with Section 409A of the Internal Revenue Code of 1986, asamended (the “Code”), and all guidance promulgated thereunder, including thefinal Treasury Regulations (collectively, “Code Section 409A”), and (ii) reflectcertain current developments and best practices and other revisions agreed toby the parties;                              

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

 

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# **1.                 ****Term of Agreement.**  This Agreement shall becomeeffective 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 additionalone year unless, not later than October 1 of the previous year, the Companyshall have given notice to the Executive that it does not wish to extend thisAgreement (such initial period, as it may be extended as described in Section1(a) herein, being referred to as the “Term”); (b) the termination by eitherparty of the Executive’s employment with the Company for any reason prior to aChange in Control; or (c) the expiration following a Change in Control of twoyears and the fulfillment by the Company and the Executive of all of theirobligations hereunder.  Notice by the Company of its intention not to extendthe term of this Agreement and its expiration at the end of the Term shall notconstitute termination of employment and the Executive shall not be entitled tothe payment of benefits under Sections 4 and 5 unless he is otherwise entitledto such benefits pursuant to the terms herein.  Furthermore, nothing in thisSection 1 shall cause this Agreement to terminate before both the Company andthe 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 isstill an employee of the Company and (ii) the Executive’s employment bythe Company is terminated for a reason other than one or more of thecircumstances specified in Section 3(a)(i) through (v).

## (b)              For the purposes of this Agreement, a “Change in Control” of the Companyshall 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 theoutstanding 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 corporationor other business entity (for these purposes, each, a “corporation”), in whichthe holders of the Company’s Common Stock immediately prior to the merger orconsolidation have voting control over less than sixty percent (60%) of thevoting securities of the surviving corporation outstanding immediately aftersuch merger or consolidation, or (B) to sell or otherwise dispose of all orsubstantially all the assets of the Company; or

### (iii)              The date there shall have been a change in a majority of the Board ofDirectors of the Company within a 12‐month period unless the nominationfor election by the Company’s shareholders of each new director was approved bythe vote of two-thirds of the directors then still in office who were in officeat 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) orSection 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), other than the Company, a subsidiary of the Company or any employeebenefit plan(s) sponsored or maintained by the Company or any subsidiarythereof, and the term “beneficial owner” shall have the meaning given the termin 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 haveoccurred while the Executive is still an employee of the Company, the Executiveshall be entitled to the payments provided in Sections 4 and 5 herein upon thetermination of the Executive’s employment with the Company within thetwenty-four (24) month period following a Change in Control, whether suchtermination is by the Executive or by the Company, unless suchtermination is as a result of (i) the Executive’s death; (ii) the Executive’sDisability (as defined in Section 3(b) below); (iii) the Executive’s Retirement(as defined in Section 3(c) below); (iv) the Executive’s termination ofemployment 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 (asdefined in Section 3(e) below).  For purposes of this Agreement, thetwenty-four (24) month period following a Change in Control shall be referredto as the “Termination Period.”

## (b)              Death or Disability.

### (i)                 Disability.  In the event that the Executive’s employmentterminates because of Disability, the Company shall have no obligation orliability to the Executive pursuant to this Agreement by reason of suchtermination (except as may be otherwise provided in Section 4(d) herein) andthis Agreement shall terminate upon the Executive’s termination of employmentdue to Disability; provided, however, that the Executive’s termination ofemployment 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 Section3(f) below) due to Disability by the Company to the Executive and only ifExecutive fails to return to the full-time performance of duties by the end ofsuch 30-day notice period.  For the purposes of this Agreement, “Disability”shall mean a physical or mental illness or injury that prevents the Executivefrom performing the essential functions of his duties (as they existedimmediately before the illness or injury) on a full-time basis for a period ofat 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 eventof the death of the Executive occurring at any time during the Term hereof, andin such event the Company shall have no obligation or liability to theExecutive or his legal representatives by reason of such termination (except asmay be otherwise provided in Section 4(d) herein).

## (c)               Retirement.  In the event that the Executive’s employmentterminates due to his Retirement, the Company shall have no obligation orliability to the Executive pursuant to this Agreement upon such termination(except as otherwise provided in Section 4(d) herein), and the Agreement shallterminate upon the Executive’s termination of employment due to suchRetirement.  “Retirement” as used in this Agreement shall mean the earlier tooccur of (i) the Executive’s normal retirement date under the Company’stax-qualified retirement plan or any successor plan thereto applicable to theExecutive or (ii) the Executive’s retirement date under a contract, if any,between the Executive and the Company providing for his retirement from theemployment 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 thisAgreement (except as may be otherwise specifically provided herein), and thisAgreement shall terminate upon the Executive’s termination of employment forCause.

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

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#### (A)             The willful and continued failure of the Executive to perform his dutieswith the Company (other than any such failure resulting from the Executive’sincapacity due to physical or mental illness or any such failure after theExecutive has received a Notice of Termination without Cause by the Company orhas delivered a Notice of Termination for Good Reason to the Company) which hasnot been corrected within thirty (30) days after a written demand forperformance is delivered to the Executive by the Board which specificallyidentifies the manner in which the Board believes that the Executive has notsubstantially performed the Executive’s duties;

#### (B)             The Executive’s willfully or recklessly engaging in conduct that damagesthe 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 anymisdemeanor 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 fromthe Company for his own personal benefit without written consent of the Boardthat continues for a period of thirty (30) days after written notice from theCompany 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 thisAgreement) that continues for a period of thirty (30) days after written noticefrom the Company to the Executive;

#### (G)             The repeated use of alcohol by the Executive in a manner that materiallyinterferes with the performance of his duties or the illegal use by theExecutive of a “controlled substance” (as defined in the North CarolinaControlled 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’sCorporate Governance Guidelines, the Company’s Code of Business Conduct andEthics and other similar codes, policies and guidelines adopted from time totime by the Board (including, but not limited to, those policies related toequal employment opportunity and harassment); or

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#### (I)                The Executive’s willful and material violation of the requirements ofthe Sarbanes-Oxley Act of 2002 or any other federal or state securities law,rule or regulation, including, without limitation, the Executive’s engagementin any willful conduct that results in the Executive’s obligation to reimbursethe Company for the amount of any bonus, incentive-based compensation,equity-based compensation, profits realized from the sale of the Company’ssecurities or other compensation pursuant to application of the provisions ofSection 304 of the Sarbanes-Oxley Act of 2002.

Cause shall be determinedsolely by the Board in the exercise of good faith and reasonable judgment;provided, however, that the Executive shall retain the right to contest anydetermination of Cause through appropriate legal means.  For purposes of thisprovision, no act or failure to act on the part of the Executive shall beconsidered “willful” unless it is done, or omitted to be done, by the Executivein bad faith or without a reasonable belief that the Executive’s action oromission was in the best interests of the Company.  Cause shall not include theExecutive’s Disability.

## (e)               Good Reason.  The Executive may terminate his employment for GoodReason 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 writtenconsent 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 orthat is part of a salary reduction plan implemented by the Board and applicableon a proportionate basis to all officers or all employees, as the case may be (andnot the Executive singly);

### (iii)              Any failure by the Company to continue the Executive’s ability toparticipate in (A) the Company’s 2003 Stock Incentive Plan or any otherequity-based compensation plans established by the Company for the benefit ofkey employees, (B) any tax-qualified retirement plans sponsored by theCompany for the benefit of its employees and any non-qualified deferredcompensation plans or arrangements sponsored by the Company for the benefit ofcertain key employees, or (C) any welfare benefit plans and arrangementssponsored 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 theCompany (“Welfare Benefit Plans”) and all other similar plans or arrangementswhich are from time to time made generally available to officers of the Companyand in which the Executive participates, unless there are substituted thereforplans or arrangements providing the Executive with essentially equivalent andno less favorable benefits, or any action or inaction by the Company that wouldadversely affect the Executive’s participation in or materially reduce theExecutive’s benefits under any such plan or successor plan or deprive theExecutive of any material fringe benefit enjoyed by the Executive; provided,however, that (X) a reduction in the Executive’s Cash Bonus Plan (“Cash BonusPlan”) or successor cash incentive compensation plan payments due to thefailure to attain certain performance-based objectives, (Y) a reduction inthe Executive’s benefits due to the Company’s decision to discontinue theavailability of or modify or amend any plan or arrangement for all officers orall employees, as the case may be (and not the Executive singly) or(Z) the substitution for any incentive or bonus plan of an alternate planor arrangement having a reasonably equivalent opportunity to earn paymentscomparable to those earned under the current plans, shall not be deemed toconstitute “Good Reason” under this Section 3(e)(iii);

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### (iv)             A relocation of the Company’s principal executive offices to a locationin excess of thirty (30) miles from Greensboro, North Carolina without theExecutive’s express written consent;

### (v)               Any material reduction in the number of paid vacation days to which theExecutive 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 toobtain the assumption of this Agreement by any successor or assignee of theCompany (and parent corporation of such successor or assignee, if applicable),as provided in Section 11(a) herein.

Notwithstanding theforegoing, the occurrence of an event that would otherwise constitute GoodReason under this Section 3(e) shall cease to be an event constituting GoodReason if the Executive fails to provide the Company with notice of theoccurrence of any of the foregoing within the thirty (30) day periodimmediately following the date on which the Executive first becomes aware ofthe occurrence of such event or the last occurrence of any event, which takentogether with any other event, is alleged to constitute Good Reason.

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

## (g)               Date of Termination.  “Date of Termination” shall mean (i) if theExecutive is terminated by the Company for Disability, 30 days after Notice ofTermination is given to the Executive (provided that the Executive shall nothave returned to the performance of the Executive’s duties on a full-time basisduring such 30-day period); (ii) if the Executive is terminated by the Companyfor any other reason, the date on which a Notice of Termination is given (orsuch later date as is specified in such notice); or (iii) if the Executiveterminates 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 shallterminate pursuant to a “Qualifying Termination” (as defined herein), then theCompany shall provide to the Executive the payments described in this Section 4and, if applicable, Section 5.  For the purposes of the Agreement, a “QualifyingTermination” means (i) the Company’s termination of the Executive’s employment otherthan because of death, Disability, Retirement or for Cause, as provided inSections 3(b), 3(c) and 3(d) herein, or (ii) the Executive’s termination of hisemployment for Good Reason pursuant to Section 3(e) herein.  

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

### (i)                 Within thirty (30) days following the Date of Termination (or suchearlier date, if any, as may be required under applicable wage payment laws), alump-sum cash amount equal to the sum of (A) the Executive’s accrued but unpaidbase salary through the Date of Termination and any bonus amounts which havebeen 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 inwhich 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) afraction, the numerator of which is the number of days in the fiscal year inwhich the Date of Termination occurs through the Date of Termination and thedenominator of which is three hundred sixty-five (365), and reduced by (3) anyamounts paid from the Company’s incentive plan for the fiscal year in which theExecutive’s Date of Termination occurs and (C) any accrued vacation pay, to theextent not theretofore paid.  The lump-sum cash payment to be made to theExecutive pursuant to this Section 4(a)(i) is intended to be exempt from CodeSection 409A under the exemption found in Regulation Section 1.409A-(b)(4) forshort-term deferrals.

### (ii)               A severance benefit (the “Severance Benefit”) payable in accordance withthe provisions of this Section 4(a)(ii) equal to the sum of (i) two (2) timesthe Executive’s highest annual rate of base salary during the 12-month periodimmediately prior to Executive’s Date of Termination, plus (ii) two (2) timesthe Executive’s Bonus Amount.    That portion of the Severance Benefit payableto the Executive pursuant to this Section 4(a)(ii) that exceeds the “separationpay limit,”**if any*,*shall be paid to the Executive in a lump sumpayment within thirty (30) days following the Date of Termination (or suchearlier 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 sumof the Executive’s**annualized compensation based upon the annual rate ofpay for services provided to the Company for the calendar year immediatelypreceding the calendar year in which the Executive’s Date of Termination occurs(adjusted for any increase during that calendar year that was expected tocontinue indefinitely if the Executive**had not terminated employment);and (2) the maximum dollar amount of compensation that may be taken intoaccount under a tax-qualified retirement plan under Code Section 401(a)(17) forthe year in which his Date of Termination occurs.  The lump-sum payment to bemade to the Executive pursuant to this Section 4(a)(ii) is intended to beexempt from Code Section 409A under the exemption found in Regulation Section1.409A-(b)(4) for short-term deferrals.  The remaining portion of the SeveranceBenefit payable to the Executive pursuant to this Section 4(a)(ii) shall bepaid 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 theSeverance Benefit be paid to the Executive later than December 31 of the secondcalendar year following the calendar year in which Executive’s Termination Dateoccurs.   The payments to be made to the Executive**pursuant to theimmediately preceding sentence of this Section 4(a)(ii) are intended to beexempt from Code Section 409A under the exemption found in Regulation Section1.409A-(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 theExecutive’s target annual bonus opportunity as defined in the Company’s CashBonus Plan or successor cash incentive compensation plan for the year in whichhis Date of Termination occurs.  The two (2)–year period following theQualifying Termination of the Executive for which the benefits providedpursuant to Section 4(a) and 4(b) shall be or shall have been provided is referredto herein as the “Compensation Period.”

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

### (i)                 The Executive shall be entitled to participate (treating the Executiveas an active employee for this purpose) in the group health plan or program andthe 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 itsactive employees and their dependents (the “Company Health Care Plan”) duringthe Compensation Period (the “Continuation Coverage”). The Company shall useits best efforts to provide the Executive and his dependents with theContinuation Coverage under the Company Health Care Plan, including, ifnecessary, amending the applicable provisions of the Company Health Care Planand negotiating the addition of any necessary riders to any group healthinsurance contract.  During the Compensation Period, the Executive shall paythe entire premium required for the Continuation Coverage under the CompanyHealth Care Plan.  The premium required for the Continuation Coverage duringthe first eighteen (18) months of the Compensation Period (or the entireCompensation Period if the duration of the Compensation Period is less thaneighteen (18) months) shall be equal to the premium required by thecontinuation of coverage requirements of Section 4980B of the Code and Part 6 ofTitle I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”),for such Continuation Coverage (the “COBRA Rate”). During the remainder of theCompensation Period, if any, the premium required for the Continuation Coverageshall be the greater of the COBRA Rate or the actuarially determined cost ofthe Continuation Coverage as determined by an actuary selected by the Company. 

### (ii)               If at any time during the Compensation Period the Company is unable forwhatever reason to provide the Executive with the Continuation Coverage underthe Company Health Care Plan, the Company shall use its best efforts to providethe Executive coverage under an individual policy of health insurance (the “IndividualHealth Care Policy”) providing coverage which is substantially identical to theContinuation Coverage to be provided under the Company Health Care Plan.  Insuch event, the Executive shall pay the entire premium charged for coverage ofthe Executive and his dependents under the Individual Health Care Policy.

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### (iii)              The Continuation Coverage provided to the Executive and his dependentspursuant to this Section 4(b) is intended to satisfy the continuation ofcoverage requirements of COBRA.  In the event that the period of ContinuationCoverage expires prior to the end of the period of continuation coverage towhich the Executive and his dependents would be entitled under COBRA (the “COBRAPeriod”), the Executive and/or his dependents may elect continuation coverageunder COBRA (“COBRA Coverage”) for the remainder of the COBRA Period.  TheExecutive and/or his dependents shall be responsible for paying the full amountof the premium charged for such COBRA Coverage under the Company Health CarePlan at the COBRA Rate.  Notwithstanding the foregoing provisions of this subsection(iii), in the event that the Continuation Coverage for whatever reason does notsatisfy the continuation of coverage requirements of COBRA, the Executiveand/or his dependents shall be entitled to elect COBRA Coverage in lieu of theContinuation Coverage described in this Section 4(b).  In such event, theExecutive and/or his dependents shall be responsible for paying the full amountof the premium charged for such COBRA Coverage under the Company Health CarePlan at the COBRA Rate.

### (iv)             During the Compensation Period, the Company shall pay to the Executive amonthly special benefit as determined pursuant to the provisions of thissubsection (iv) (the “Special Benefit”).  The amount of the monthly SpecialBenefit shall be equal to that portion of the premium paid by the Executive forthe Continuation Coverage that exceeds the amount required to be paid by an “activeemployee” for his share of the cost of family coverage.  Such Special Benefitshall be paid to the Executive on the 20th day of each calendar month duringthe Compensation Period, or within ten (10) business days thereafter.  Inaddition, the Company shall pay to the Executive an annual special bonus equalto the amount necessary to pay any federal income tax, state income tax, orother tax imposed upon the Executive as a result of the receipt of theContinuation Coverage and the Special Benefit payment provided for in thisSection 4(b).  For purposes of determining the amount of the annual specialbonus, the Executive shall be deemed to pay federal income taxes at the highestmarginal rate of federal income taxation for individuals in the calendar yearin which the special bonus is paid.  In addition, the Executive shall be deemedto pay state income taxes at a rate determined in accordance with the followingformula:

(1 –(highest marginal rate of federal income taxation for individuals)) X (highestmarginal rate of income tax in the state in which the Executive is domiciledfor individuals in the calendar year in which the special bonus is paid).

The amountof the special bonus shall be determined by the Company’s outside independentaccountants.  The determination of the accounting firm shall be final andbinding on the Company and the Executive.  The special bonus shall be paid tothe Executive in a single lump sum payment on or prior to December 31 of eachcalendar year during which the Continuation Coverage is provided pursuant tothis Section 4(b).  

### (v)               In addition to participation in the Company Health Care Plan during theCompensation Period, the Executive shall as permitted by Code Section 409A alsobe entitled to participate (treating the Executive as an “active” employee ofthe Company for this purpose) during the Compensation Period in the other WelfareBenefit Plans in which he participated immediately prior to his Date ofTermination and the benefits under such other Welfare Benefit Plans shall bemade available under the same terms and conditions available to activeemployees (e.g., employee contributions are required for certain benefits thatare in effect for active employees who are similarly situated). Notwithstanding the foregoing, the Company shall be entitled to provide analternate form of any particular benefit so long as such alternate form ofbenefit is substantially equivalent and no lapses in coverage of the Executiveresult from such change in benefits.

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### (vi)             The Executive’s accrued benefits as of the Date of Termination under anyother of the Company’s employee benefit plans shall be paid to the Executive inaccordance with the terms of such plans.  In addition, in the event of aQualifying Termination, the Company shall provide the Executive with two (2)additional years of service credit under all non-qualified retirement plans andexcess benefit plans in which the Executive participated as of his Date ofTermination. 

## (c)               Stock Awards.  If, during the Termination Period, the employmentof the Executive shall terminate pursuant to a Qualifying Termination, then thefollowing shall apply with respect to any stock-based awards granted by theCompany.

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

### (ii)               Restricted Stock.  All restrictions on any restricted stockawards, restricted stock units, performance stock awards or similar stock-basedawards granted by the Company, including without limitation any vesting orperformance criteria, held by the Executive as of the Date of Termination shallbe 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 thanby reason of a Qualifying Termination, then the Company shall pay to Executivewithin thirty (30) days following the Date of Termination (or such earlierdate, if any, as may be required under applicable wage payment laws) a lump-sumcash amount equal to the sum of (i) Executive’s accrued but unpaid base salarythrough the Date of Termination and any bonus amounts which have becomepayable, to the extent not theretofore paid or deferred, and (ii) any accruedvacation pay, to the extent not theretofore paid.  The Company may make suchadditional payments, and provide such additional benefits, to Executive as theCompany and Executive may agree in writing.  The Executive’s accrued benefitsas of the Date of Termination under the Company’s employee benefit plans shallbe paid to Executive in accordance with the terms of such plans.

#  

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**5.                 Certain Additional Payments by the Company; CodeSection 409A Matters.**

 

## (a)               Notwithstanding anything in this Agreement to the contrary and subjectto the provisions of this Section 5 (including the Safe Harbor Cap described insubsection (b), in the event that the Independent Accountants (as definedbelow) shall determine that any amount paid or distributed to the Executivepursuant to this Agreement (the “Agreement Payments”) shall, as a result of achange in the ownership or effective control of the Company or in the ownershipof a substantial portion of the assets of the Company, constitute a parachutepayment within the meaning of Section 280G of the Code, and the aggregate ofsuch parachute payments and any other amounts paid or distributed to theExecutive from any other plans or arrangements maintained by the Company, or byany other member of the same affiliated group (as defined in Section 1504 ofthe Code determined without regard to Section 1504(b)) which includes theCompany (such other payments together with the Agreement Payments shall bereferred to as the “Total Payments”), would more likely than not, in theopinion of the Independent Accountants cause the Executive to be subject to theExcise Tax, the Company shall pay to the Executive an additional amount (the “Gross-UpPayment”), such that the net amount the Executive shall receive after thepayment of any Excise Tax shall equal the amount which he would have receivedif the Excise Tax had not been imposed.  The Gross-Up Payment shall bedetermined by the Independent Accountants and shall equal the sum of thefollowing:

(1)        Therate of the Excise Tax multiplied by the amount of the excess parachutepayments; 

(2)        Anyfederal income tax, social security tax, unemployment tax or Excise Tax imposedupon the Executive as a result of the Gross-Up Payment required to be madeunder this Section 5; and 

(3)        Anystate income or other tax imposed upon the Executive as a result of theGross-Up Payment required to be made under this Section 5.

For purposes ofdetermining the amount of the Gross-Up Payment, the Executive shall be deemedto pay federal income taxes at the highest marginal rate of federal incometaxation for individuals in the calendar year in which the Excise Tax isrequired to be paid.  In addition, the Executive shall be deemed to pay stateincome 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 isdomiciled for individuals in the calendar year in which the Excise Tax isrequired to be paid). 

In the event theExecutive is subject to the provisions of Section 68 of the Code, the combinedfederal and state income tax rate determined above shall be adjusted to reflectany loss in the federal deduction for state income taxes on the Gross-UpPayment.

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The Gross-Up Paymentshall be paid to the Executive by the Company on or before the date that theExecutive is required to pay the Excise Tax; provided, however, that if theamount of such payment cannot be finally determined on or before such day, theCompany shall pay to the Executive on such day an estimate, as determined ingood faith by the Company, of the minimum amount of such payment and shall paythe remainder of such payment (together with interest at the rate providedunder Section 1274(b)(2)(B) of the Code) as soon as the amount can bedetermined but no later than the thirtieth (30th) day after the date theExecutive becomes subject to the payment of the Excise Tax.  In the event thatthe Excise Tax is subsequently determined to be less than the amount taken intoaccount hereunder at the time the Gross-Up Payment is made, the Executive shallrepay to the Company, as applicable, at the time that the amount of suchreduction in Excise Tax is finally determined, the portion of the Gross-UpPayment attributable to such reduction (plus the portion of the Gross-UpPayment attributable to the Excise Tax, federal and state taxes imposed on theGross-Up Payment being repaid by the Executive, if such repayment results in areduction in Excise Tax and/or a federal or state tax deduction) plus intereston the amount of such repayment at the rate provided inSection 1274(b)(2)(B) of the Code.  In the event that the Excise Tax isdetermined to exceed the amount taken into account hereunder at the time theGross-Up Payment is made (including by reason of any payment the existence oramount of which cannot be determined at the time of the Gross-Up Payment), theCompany 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 theamount of such excess is finally determined, but in no event later than thelast day of the calendar year following the calendar year in which theExecutive is required to pay the Excise Tax.  The parties agree that the intentof this Section 5 is that the Executive shall be reimbursed for the Excise Taxon his excess parachute payments and all taxes on that reimbursement.  Theintended goal is to place the Executive in the same economic position as if noExcise Tax had been imposed.  The Company will retain an independent accountingfirm (the “Independent Accountants”) acceptable to both the Company and theExecutive (other than the Company’s regular independent auditors) to calculatethe amount of the Gross-Up Payment.  All fees and expenses resulting from theretention of the Independent Accountants shall be paid by the Company.  Alldeterminations made by the Independent Accountants pursuant to this Section 5shall be binding and conclusive on the Company and the Executive.

## (b)              Notwithstanding the foregoing provisions of Section 5(a), if it shall bedetermined that the Executive is entitled to a Gross-Up Payment, but that theTotal Payments would not be subject to the Excise Tax if the Total Paymentswere reduced by an amount that is less than five percent (5%) of the portion ofthe Total Payments that would be treated as “parachute payments” under Section280G 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 Executivewithout giving rise to the Excise Tax (the “Safe Harbor Cap”) and no Gross-UpPayment shall be made to the Executive.  The Company shall determine what itemsof compensation shall be reduced and shall promptly notify the Executive ofsuch determinations.  If an amount has been paid or distributed to theExecutive which should not have been paid or distributed due to the requiredreduction, 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 theCode).  

## (c)               To the extent applicable, the parties hereto intend that this Agreementcomply with Code Section 409A including, if applicable, compliance with anyexemptions from Code Section 409A.  The parties hereby agree that thisAgreement shall at all times be construed in a manner to comply with (or beexempt from) Code Section 409A.  Notwithstanding the amendment provisions ofSection 13, the Company shall have unilateral authority to amend this Agreementif necessary to comply with, or be exempt from, Code Section 409A.** **Theparties also agree that in no event shall any payment required to be madepursuant to this Agreement that is considered deferred compensation within themeaning of Code Section 409A (and is not otherwise exempt from the provisionsthereof) be accelerated or delayed in violation of Code Section 409A.  Inaddition, the parties agree that if (i) if the Executive is a key employee (asdefined in Section 416(i) of the Code without regard to paragraph (5) thereof),then (ii) any payments that are considered deferred compensation under CodeSection 409A (and are not otherwise exempt from the provisions thereof) cannotbe paid to the Executive until the lapse of six (6) months after his separationfrom 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 lumpsum within ten (10) days after the lapse of such six (6) month period and allother payments shall be made as would ordinarily have been made under theprovisions of this Agreement. 

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

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# **7.                 ****No Right to Continued Employment**.  Nothing inthis Agreement shall be deemed to entitle Executive to continued employmentwith the Company or any of its Affiliates, and if Executive’s employment withthe Company or an Affiliate shall terminate prior to a Change in Control,Executive shall have no further rights under this Agreement (except asotherwise provided hereunder); provided, however, that, notwithstanding theforegoing, any termination of Executive’s employment during the TerminationPeriod 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 providedfor in this Agreement and otherwise to perform its obligations hereunder shallbe subject to, and (subject to any Code Section 409A considerations) may bereduced by the amount related to, any right of set-off, counterclaim,recoupment, defense or other claim, right or action which the Company may haveagainst the Executive.

## (b)              No Obligation to Mitigate.  In no event shall the Executive beobligated to seek other employment or take any other action by way ofmitigation of the amounts payable to the Executive under any of the provisionsof this Agreement and such amounts shall not be reduced whether or not theExecutive 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 recognizethat the Executive’s services are special and unique and that the provisionsherein for compensation under Section 4 and Section 5 are partly inconsideration of and conditioned upon the Executive’s compliance with thecovenants contained in this Section 9.  Accordingly, during the Term of theAgreement and, except as otherwise provided in this Section 9, following theExecutive’s termination of employment, the Executive shall be subject to thecovenants contained in this Section 9.  

## (b)              Assistance in Litigation.  The Executive shall, upon reasonablenotice, furnish such information and assistance to the Company as mayreasonably 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 (andwithout regard to whether the Executive is a party thereto), provided that suchassistance shall not conflict or unreasonably interfere with the Executive’spost-Date of Termination personal or professional commitments or obligations. The Company shall promptly reimburse the Executive for his out-of-pocketexpenses incurred during his lifetime in connection with the fulfillment of hisobligations 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 expenseseligible for reimbursement under this Section 9(b) in any calendar year shallnot affect any expenses eligible for reimbursement or in-kind benefits to beprovided to the Executive in any other calendar year.  The Executive’s rightsunder this Section 9(b) shall not be subject to liquidation or exchange for anyother benefit.

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## (c)               Confidentiality.  As a consequence of his unique position as anofficer of the Company, the Executive acknowledges and agrees that he will havebroad access to confidential information, that confidential information will infact be developed by him in the course of performing his duties andresponsibilities under this Agreement, and that confidential informationfurnishes a competitive advantage in many situations and constitutes,separately and in the aggregate, a valuable, special and unique asset of theCompany.  The Executive and the Company have agreed to certain understandingsreflected in a separate non-competition, confidentiality, invention or similaragreement or agreements, as such agreement or agreements  may be furtheramended, modified or restated (collectively, the “ICN Agreement”).  Among otherthings, the ICN Agreement prohibits the Executive from the unauthorizeddisclosure of confidential information.  The Executive agrees that the ICNAgreement shall be a part of this Agreement and the terms and provisions of theICN Agreement are incorporated herein.

## (d)              Non-Disparagement.  The Executive shall not make any disparagingremarks, 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 theICN Agreement prohibits him from soliciting the customers and employees of theCompany and the Executive agrees to be bound by such prohibitions.

## (f)                Non-Competition.  The Executive acknowledges and agrees that theduties and responsibilities to be performed by him for the Company are of a specialand unusual character which have a unique value to the Company, the loss ofwhich cannot be adequately compensated by damages in any action in law.  TheExecutive further acknowledges and agrees that the unique and proprietaryknowledge and information possessed by, or which will be disclosed to, ordeveloped by, the Executive in the course of his employment with the Companywill be such that his breach of the covenants contained in this Section 9(f)would immeasurably and irreparably damage the Company regardless of where inthe Restricted Area (as defined below) the activities constituting such breachwere to occur.  Thus, the Executive acknowledges and agrees that it is bothreasonable and necessary for the covenants in this Section 9(f) to apply to theExecutive’s activities throughout the Restricted Area and for the RestrictedPeriod (as defined below).  In recognition of the special and unusual characterof the duties and responsibilities of the Executive and as a materialinducement to the Company to continue to employ the Executive in this specialand unique capacity, the Executive covenants and agrees that, during the Termand thereafter during the Restricted Period, the Executive shall not, on hisown account or as an officer-level or executive-level employee or as aconsultant to other officer-level or executive-level employees, directly orindirectly, 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 whichis competitive with the Business.  Notwithstanding the foregoing, the partiesacknowledge and agree that Executive’s employment or engagement as anofficer-level or executive-level employee or as a consultant to otherofficer-level or executive-level employees, of an affiliate, division orbusiness unit of an entity that is not itself engaged in the Business or anybusiness which is competitive with the Business will not violate this Section9(f) even if another affiliate, business unit or division of such entity is soengaged in the Business or any business which is competitive with theBusiness.  For purposes of this Section 9(f), the following terms shall havethe following meanings:

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### (i)                 “Business” means any business engaged in, any service provided by, orany product produced by the Company, including, but not limited to, thebusiness of designing, developing, manufacturing and marketing radio frequencycomponents 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 timethereafter, and except as may be required or deemed necessary or appropriate inconnection with the performance by the Executive of his duties as an employeeof the Company, the Executive shall not copy, dispose of or remove from theCompany any customer or client lists, software, computer programs or otherdigital intellectual property, books, records, forms, data, manuals, handbooksor any other papers or writings belonging to the Company.

## (h)               Failure to Comply.  In  the event that the Executive shall failto comply with any provision of this Section 9, and such failure shall continuefor ten (10) days following delivery of notice thereof by the Company to theExecutive, the Company shall have and may exercise any and all rights andremedies available to the Company at law or otherwise, including but notlimited to recovery of money damages and exercising any other rights orremedies available at law to a non-breaching party and obtaining an injunctionfrom a court of competent jurisdiction enjoining and restraining the Executivefrom committing such violation.  The Executive hereby agrees to submit to theequitable jurisdiction of any court of competent jurisdiction, withoutreference to whether the Executive resides or does business in thatjurisdiction at the time such injunction is sought or entered.  

## (i)                 Reasonableness of Restrictions.  The Executive and the Companyhave 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 notlimited to, the Restricted Period restriction and the Restricted Arearestriction set forth in this Section 9) are fair and necessary to prevent theExecutive from unfairly taking advantage of contacts established, nurtured,serviced, enhanced or promoted and knowledge gained during the Executive’semployment with the Company, and are necessary for the reasonable and properprotection of the Company’s interests.  The Executive acknowledges that thecovenants contained in this Section 9 will not cause an undue burden on theExecutive.  Notwithstanding the foregoing, in the event any part of thecovenants set forth in this Section 9 shall be held to be invalid orunenforceable, the remaining parts thereof shall nevertheless continue to bevalid and enforceable as though the invalid or unenforceable parts had not beenincluded therein.  In the event that any provision of this Section 9 shall bedeclared by a court of competent jurisdiction to be overbroad as written, theExecutive specifically agrees that the court should modify such provision inorder to make it enforceable, and that a court should view each such provisionas severable and enforce those severable provisions deemed reasonable by suchcourt.

## (j)                Notice of Covenants and Subsequent Employment.  The  Executiveshall provide any subsequent employer with written notice of the existence andterms of this Section 9 prior to commencing employment with any such subsequentemployer.  In addition, if so requested by the Company following the Executive’sTermination of employment, the Executive shall provide notice to the Company ofthe name of any new employer and all positions held by the Executive with suchemployer.  Any notice pursuant to this Section 9(j) shall not be requiredfollowing the expiration of the Restricted Period.

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(k)              Preclearance of Subsequent Employment.  The Executive may seek apreclearance from the Company with respect to whether his acceptance of anyemployment during the Restricted Period would constitute a violation of any ofthe terms of this Section 9 by providing the Company with a written notice (the“Preclearance Notice”) requesting such preclearance and describing his intentto accept employment with a new employer, which Preclearance Notice shallinclude the name of the prospective employer, the office, title and positionthe Executive intends to accept with such prospective employer, a descriptionof the expected major responsibilities and duties that Executive expects tohave with such prospective employer and a description of the business engagedor to be engaged in by the business unit or division of the prospectiveemployer to which Executive would be assigned.  Within ten (10) days of itsreceipt of any Preclearance Notice, the Company shall provide Executive with awritten notice as to its good faith position as to whether the prospectiveemployment the Executive intends to accept as described in the PreclearanceNotice would or would not constitute a violation of any of the terms of thisSection 9, and Executive shall be entitled to rely on the position so taken bythe Company in determining whether to accept the new employment.  If theCompany fails to provide Executive with written notice of its position withinsuch ten-day period, the Company shall be deemed to have taken the positionthat such prospective employment by the Executive would not constitute aviolation of any of the terms of this Section 9.  Any preclearance of newemployment to the Executive provided or deemed provided by the Company pursuantto this Section 9(k) shall be limited to the employment activities as describedin the Preclearance Notice and the Company shall remain free to assert itsrights under this Section 9 for any activities of Executive that are notdescribed in such Preclearance Notice.**10.             ****Nonalienability**.  No right of or amount payableto the Executive under this Agreement shall be subject in any manner toanticipation, alienation, sale, transfer, assignment, pledge, hypothecation,encumbrance, charge, execution, attachment, levy or similar process or tosetoff against any obligations or to assignment by operation of law.  Anyattempt, voluntary or involuntary, to effect any action specified in theimmediately preceding sentence shall be void.  However, this Section 10 shallnot prohibit the Executive from designating one or more persons, on a formsatisfactory to the Company, as beneficiary to receive amounts payable to himunder this Agreement in the event that he should die before receiving them.
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**11.              Successors and Assigns.**
 
(a)               The Company.  As used in this Agreement, “Company” shall mean theCompany as defined above and any successor or assignee to its business and/orassets as aforesaid which assumes the obligations of the Company as provided underthis Agreement or which otherwise becomes bound by all of the terms andprovisions of this Agreement by operation of law.  The Company and theExecutive agree that this Agreement and all of the Company’s rights andobligations hereunder may be assigned or transferred by the Company to andshall 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 anotherperson, 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 becomeobligated to perform the terms and conditions of this Agreement. If at any timeduring the term of this Agreement the Executive is employed by an Affiliate (asdefined herein) of the Company, such indirect employment of the Executive bythe Company shall not excuse the Company from performing its obligations underthis Agreement as if the Executive were directly employed by the Company, andthe Company agrees that it shall pay or shall cause such employer to pay anyamounts owed to the Executive pursuant to Section 4 and Section 5 hereof,notwithstanding any such indirect employment relationship.  For the purposes ofthis Agreement, an “Affiliate” of the Company shall mean a corporation or otherentity a majority of the voting securities of which is beneficially owned bythe Company, or any other corporation or other entity controlling, controlledby, or under common control with the Company.(b)              The Executive.  This Agreement shall inure to the benefit of andbe enforceable by the Executive’s personal and legal representatives,executors, administrators, successors, heirs, distributees, devisees andlegatees.  If the Executive should die while any amounts are still payable tohim hereunder, all such amounts, unless otherwise provided herein, shall bepaid in accordance with the terms of this Agreement to the Executive’sbeneficiary (in accordance with Section 10 herein) or, if there be no suchbeneficiary, to the Executive’s estate.**12.             ****Waiver; Governing Law**.  The excuse or waiver ofthe performance of any obligation under this Agreement shall only be effectiveif evidenced by a written statement signed by a duly authorized representativeof the Company.  No delay in exercising any right or remedy shall constitute awaiver thereof, and no waiver by either party hereto at any time of any breachby the other party hereto of, or compliance with, any condition or provision ofthis Agreement to be performed by such other party shall be deemed a waiver ofsimilar or dissimilar provisions or conditions at the same or at any prior orsubsequent time.  This Agreement shall be governed by and construed inaccordance with the laws of the State of North Carolina, without regard to theconflict of laws provisions of any state.  **13.             ****Entire Agreement; Amendment**.  This Agreementcontains all of the terms agreed upon between the Executive and the Companywith respect to the subject matter hereof and, except as provided below, it supersedesall prior understandings and agreements (including, without limitation, thePredecessor Agreement) between the Executive and the Company with respect tothe matters contemplated in the Agreement.  Without limiting the effect of theforegoing, the Executive agrees that this Agreement satisfies any rights he mayhave had under any prior understanding or agreement (including, withoutlimitation, the Predecessor Agreement) between the Executive and the Companywith respect to the subject matters described therein, and the parties agreethat the Predecessor Agreement shall be terminated as of the effective date ofthis Agreement.  The Executive and the Company agree that no term, provision orcondition of this Agreement shall be held to be altered, amended, changed orwaived in any respect except as evidenced by written agreement of the Executiveand the Company (except as otherwise provided under Section 5(c) herein).  Notwithstandingthe foregoing or anything to the contrary in the Agreement, neither thisAgreement nor any provision hereof shall supersede or otherwise limit theExecutive’s or the Company’s rights or obligations pursuant to the ICNAgreement. **14.             ****No Trust Fund; Unfunded Obligation**.  Theobligation of the Company to make payments hereunder shall constitute anunsecured liability of the Company to the Executive.  The Company shall not berequired to establish or maintain any special or separate fund, or otherwise tosegregate assets to assure that such payments shall be made, and the Executiveshall not have any interest in any particular assets of the Company by reasonof its obligations hereunder.  Nothing contained in this Agreement shall createor be construed as creating a trust of any kind or any other fiduciaryrelationship between or among the Company, the Executive, or any other person. To the extent that any person acquires a right to receive payment from theCompany, such right shall be no greater than the right of an unsecured creditorof the Company.
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**15.             ****Notices**.  For purposes of this Agreement,notices and all other communications provided for in the Agreement shall be inwriting and shall be deemed to have been duly given when delivered, onebusiness day after being sent for overnight delivery by a nationally recognizedovernight courier or three business days after being mailed by United Statesregistered mail, return-receipt requested, postage-prepaid, addressed asfollows:
If to theCompany:

                        RFMicro Devices, Inc.

                        7628 Thorndike Road

                        Greensboro,   North Carolina 27409-9421

                        Attention:Chief Financial Officer

**           **Ifto the Executive:

                        WilliamA. Priddy, Jr.

                        7628 Thorndike Road

                        Greensboro,   North Carolina 27409-9421

 

or such other addressas 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 actionto enforce any of the provisions of this Agreement shall be brought exclusivelyin a court of the State of North Carolina or in a Federal court located withinthe State of North Carolina, and by execution and delivery of this Agreement,the Executive and the Company irrevocably consent to the exclusive jurisdictionof those courts and the Executive hereby submits to personal jurisdiction inthe State of North Carolina (unless the Company elects to enforce its rightsunder Section 9(h) in a different jurisdiction).  The Executive and the Companyirrevocably waive any objection, including any objection based on lack ofjurisdiction, improper venue or forum non conveniens, which either may now orhereafter have to the bringing of any action or proceeding in such jurisdictionin respect to this Agreement or any transaction related hereto.  The Executiveand the Company acknowledge and agree that any service of legal process by mailin the manner provided for notices under this Agreement constitutes proper legalservice of process under applicable law in any action or proceeding under or inrespect to this Agreement. The Company and the Executive each agree to paytheir own legal fees and related expenses (including the costs of experts,evidence and counsel) reasonably and in good faith incurred by them in a claimfor relief in any action brought to obtain or enforce any right or benefitprovided in this Agreement; provided, that the Executive shall be entitled topayment by the Company of all such fees and expenses paid by the Executive ininstituting or defending any action if the court determines that the Executivesubstantially prevailed in any such action by or against the Company.  Inaddition, the Company and the Executive agree to pay interest on any moneyjudgment or other award obtained by the other party as a result of any suchclaim, such interest being calculated at the rate of interest equal to thePrime Rate as published in the Wall Street Journal from time to time from thedate that payments to such party should have been made (under this Agreement oras a result of resolution of such claim); provided, however, that no suchinterest shall be paid to the extent that interest already has been awarded tothe prevailing party on such amounts.  Any amounts required to be paid pursuantto this Section 16 shall be paid to the other party within 60 days of the finalresolution of such claim giving rise to such fees and expenses.  The expenseseligible for reimbursement under this Section 16 in any calendar year shall notaffect any expenses eligible for reimbursement or in-kind benefits to beprovided to the Executive in any other calendar year.  The Executive’s rightsunder this Section 16 shall not be subject to liquidation or exchange for anyother benefit.**17.             ****Severability**.  If any provision of thisAgreement shall be held invalid or unenforceable in whole or in part, suchinvalidity or unenforceability shall not affect any other provision of thisAgreement or part thereof, each of which shall remain in full force and effect.**18.             ****Counterparts**.  This Agreement may be executedin one or more counterparts, each of which shall be deemed to be an originalbut all of which together will constitute one and the same instrument.**19.             ****Captions; Gender**.  The headings and captionscontained in the Agreement are intended for convenience of reference only andhave no substantive significance.  References to the masculine gender shallinclude references to the feminine gender, and vice versa.
*[SignaturePage To Follow]*

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

                                                                        **RFMICRO DEVICES, INC.                **

**                                               **

By:       /s/Robert A. Bruggeworth                                

Printed Name:    RobertA. Bruggeworth                       

Title:     President &CEO                                             

ATTEST:

     /s/ Suzanne B. Rudy                    

         Assistant Secretary 

[Corporate Seal]

**EXECUTIVE                          **

                 /s/ William A. Priddy, Jr.                          

PrintedName:  William A. Priddy, Jr.                       

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