EXHIBIT 10.2

 

RF MICRO DEVICES, INC.DIRECTOR COMPENSATION PLAN*

Equity Award Election Form

This Equity Award Election Form (the "Election")is provided to you as a non-employee member of the Board of Directors (the"Board") of RF Micro Devices, Inc. (the "Company") and a participantin the RF Micro Devices, Inc. Director Compensation Plan (the "Plan"). As a participant in the Plan, you are entitled to (i) the grant of one or morenonqualified stock options ("Options") pursuant to the terms of the Planand the RF Micro Devices, Inc. 2006 Directors Stock Option Plan, as amended andrestated effective May 7, 2009 (the "2006 Plan"), and/or (ii) thegrant of one or more restricted stock units ("RSUs") under the Planand the 2003 Stock Incentive Plan of RF Micro Devices, as amended (the "2003Plan") (or other applicable stock plan).  Options and RSUs are referred toherein collectively as "Equity Awards."  

As a participant in the Plan, you have theright to make an election regarding whether you prefer to receive any suchEquity Awards granted during the fiscal year beginning March 29, 2009 andending on April 3, 2010 (the "Plan Year") to be in the form of (i)100% Options, (ii) 100% RSUs or (iii) 50% of the value* of such Equity Awards in the form ofOptions and 50% of the value*of such Equity Awards in the form of RSUs. (You should refer to the Plan foradditional information regarding how the value of Equity Awards is calculated.)If you do not complete and return this Election by __________ __, 2009, youwill be deemed to have elected to receive any Equity Awards to which you may beentitled during the Plan Year in the form of Options (unless the Administratordetermines otherwise).

By my signature below, I acknowledge, agree andelect as follows:

1.                  I hereby elect to receive any Equity Awards which I may be grantedduring the Plan Year as follows (choose one):

      100% Options 

      100% RSUs

      50% Options and 50% RSUs

2.                  I understand that this Election applies to any Initial Equity Awards,Annual Equity Awards, Supplemental Equity Awards and any other form of equityaward that I may receive for the Plan Year (unless the Administrator determinesotherwise), and that I cannot designate different Elections for different typesof Equity Awards granted in a single Plan Year.

3.                  I understand that this Election is irrevocable by me unless otherwisepermitted by the Administrator and that, in any event, no modification of theElection may be made once an Equity Award has been granted. 

 

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4.                  I understand that the Board of Directors, pursuant to its responsibilityto establish the compensation of directors, has authority to determine the formof Equity Awards (for instance, whether they will be made in Options or RSUs),and that the Board may override any Election I have made.  

This Election is made in duplicate, oneexecuted copy of which shall be retained by the Administrator of the Plan (orits designee) and one by the participant.  This Election is subject to theterms of the Plan.

                                                                                                                                                            

Date                                                                             Participant

                                                                                                                                                            

Date                                                                             Representativeof Administrator

 

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*Terms not defined in this Election have the meanings given such terms in thePlan.

 

 

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