**EXHIBIT 10.1**

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RF MICRO DEVICES, INC.2006 DIRECTORS STOCK OPTION PLAN

(As Amended and Restated Effective May 7, 2009)

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RF MICRO DEVICES, INC.

2006 DIRECTORS STOCK OPTION PLAN

(As Amended and Restated Effective May 7, 2009)

# 1.                 Definitions.

In addition to other terms defined herein, the followingterms shall have the meanings given below:

## (a)               Administrator means the Board, and, upon its delegation ofall or part of its authority to administer the Plan to the Committee, theCommittee.

## (b)              Affiliate means any Parent or Subsidiary of theCorporation, and also includes any other business entity which is controlledby, under common control with or controls the Corporation; provided, however,that the term "Affiliate" shall be construed in a manner in accordancewith the registration provisions of applicable federal securities laws and aspermitted under Code Section 409A.

## (c)               Annual Option means an Option which may be granted on anannual basis to a Nonemployee Director of the Corporation as provided in Section 7.

## (d)              Annual RSU means an RSU which may be granted to aNonemployee Director on an annual basis under the terms of the DirectorCompensation Plan and 2003 Plan (or other applicable stock plan).

## (e)               Board or Board of Directors means the Board ofDirectors of the Corporation.

## (f)                Cause shall mean a Participant's termination of service asa Director resulting from the Participant's termination for "Cause"due to the Participant's (i) dishonesty, (ii) refusal to perform his duties forthe Corporation, (iii) engaging in conduct that could be materially damaging tothe Corporation without a reasonable good faith belief that such conduct was inthe best interest of the Corporation, or (iv) termination for any other reasonwhich the Administrator in its sole discretion determines constitutes atermination for "Cause."

## (g)              Change of Control:

### (i)                General:  Except as may be otherwise provided in an individualOption Agreement or as may be otherwise required in order to comply with Code Section 409A, a Change of Control shall be deemed to have occurred on the earliest of the following dates:

#### (A)             The date any entity or person shall have become the beneficialowner of, or shall obtained voting control over, fifty-one (51%) or more of theoutstanding Common Stock of the Corporation.

 

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#### (B)             The date the shareholders of the Corporation approve a definitiveagreement (X) to merge or consolidate the Corporation with or into anothercorporation or other business entity (each, a "corporation"), inwhich the Corporation is not the continuing or surviving corporation orpursuant to which any shares of Common Stock of the Corporation would beconverted into cash, securities or other property of another corporation, otherthan a merger or consolidation of the Corporation in which holders of CommonStock immediately prior to the merger or consolidation have the sameproportionate ownership of Common Stock of the surviving corporationimmediately after the merger as immediately before, or (Y) to sell or otherwisedispose of all or substantially all the assets of the Corporation; or

#### (C)             The date there shall have been a change in a majority of theBoard of Directors of the Corporation within a 12-month period unless thenomination for election by the Corporation's shareholders of each new Directorwas approved by the vote of two-thirds of the Directors then still in officewho 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 Exchange Act, other than the Corporation, asubsidiary of the Corporation or any employee benefit plan(s) sponsored ormaintained by the Corporation or any subsidiary thereof, and the term "beneficialowner" shall have the meaning given the term in Rule 13d-3 under theExchange Act.)

### (ii)              Definition Applicable to Options subject to Code Section 409A: Notwithstanding the preceding provisions of Section 1(g)(i), in the event that any Options granted under the Plan are deemed to be deferred compensation subject to the provisions of Code Section 409A, then distributions related to such Options pursuant to a change of control may be permitted, in the Administrator's discretion, upon the occurrence of one or more of the following events (as they are defined and interpreted under Code Section 409A): (A) a change in the ownership of the Corporation, (B) a change in effective control of the Corporation, or (C) a change in the ownership of a substantial portion of the assets of the Corporation.

## (h)              Code means the Internal Revenue Code of 1986, as amended.  Any reference herein to a specific Code section shall be deemed to include all related regulations or other guidance with respect to such Code section.

## (i)                Committee means the Compensation Committee of the Boardwhich may be appointed to administer the Plan.

## (j)                Common Stock means the common stock of RF Micro Devices,Inc., no par value.

## (k)              Corporation means RF Micro Devices, Inc., a North Carolina corporation, together with any successor thereto.

## (l)                Director means a member of the Board.

## (m)            Director Compensation Plan means the RF Micro Devices,Inc. Director Compensation Plan, as it may be amended and/or restated from timeto time.         

## (n)              Effective Date means the effective date of the Plan, asprovided in Section 4.

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## (o)              Employee means any person who is an employee of theCorporation or any Affiliate (including entities which become Affiliates afterthe Effective Date of the Plan).  For this purpose, an individual shall beconsidered to be an Employee only if there exists between the individual andthe Corporation or an Affiliate the legal and bona fide relationship ofemployer and employee.

## (p)              Exchange Act means the Securities Exchange Act of 1934, asamended.

## (q)              Fair Market Value per share of the Common Stock shall beestablished in good faith by the Administrator and, unless otherwise determinedby the Administrator, the Fair Market Value shall be determined in accordancewith the following provisions: (A) if the shares of Common Stock are listed fortrading on the New York Stock Exchange, the American Stock Exchange or theNASDAQ Stock Market, LLC ("NASDAQ Stock Market"), the Fair MarketValue shall be the closing sales price per share of the shares on the New YorkStock Exchange, the American Stock Exchange or the NASDAQ Stock Market (asapplicable) on the date immediately preceding the date an Option is granted orother determination is made (such date of determination being referred toherein as a "valuation date"), or, if there is no transactionon such date, then on the trading date nearest preceding the valuation date forwhich closing price information is available, and, provided further, if theshares are not listed for trading on the New York Stock Exchange, the AmericanStock Exchange or the NASDAQ Stock Market, the Fair Market Value shall be theaverage between the highest bid and lowest asked prices for such stock on thedate immediately or nearest preceding the valuation date as reported on the OTCBulletin Board service, Pink OTC Markets (commonly known as the "pinksheets") or by a comparable inter-dealer quotation service; or (B) if theshares of Common Stock are not listed or reported in any of the foregoing, thenthe Fair Market Value shall be determined by the Administrator based on suchvaluation measures or other factors as it deems appropriate.  Notwithstandingthe foregoing, the Fair Market Value shall be determined in accordance with Code Section 409A if and  to the extent required.

## (r)                Initial Option means an Option which may be granted to a NonemployeeDirector upon initial election or appointment to the Board, as provided in Section 7.

## (s)               Initial RSU means an RSU which may be granted to aNonemployee Director upon initial election or appointment to the Board, asprovided under the Director Compensation Plan and the 2003 Plan (or otherapplicable stock plan).

## (t)                Nonemployee Director means a Director of the Board who isnot an Employee of the Corporation or an Affiliate and who is eligible toreceive an Option pursuant to Section 6.

## (u)              Nonqualified Option means an Option granted under Section 7that is not intended to qualify as an incentive stock option under Code Section 422.

## (v)              Option means a stock option granted to a NonemployeeDirector under Section 7****that entitles the holder to purchase fromthe Corporation a stated number of shares of Common Stock, subject to the termsof the Plan and applicable Option Agreement.  An Option may be in the form ofan Annual Option, an Initial Option or a Supplemental Option, as provided in Section7.

## (w)             Option Agreement means an agreement (which may be inwritten or electronic form, in the Administrator's discretion, and whichincludes any amendment or supplement thereto) between the Corporation and aParticipant specifying the terms, conditions and restrictions of an Optiongranted to the Participant.  An Option Agreement may also state such otherterms, conditions and restrictions, including but not limited to terms,conditions and restrictions applicable to shares or any other benefitunderlying an Option, as may be established by the Administrator.

## (x)              Option Period means the term of an Option, as provided in Section 7(f).

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## (y)              Option Price means the price at which an Option may beexercised, as provided in Section 7(e).

## (z)               Parent means a "parent corporation," whether nowor hereafter existing, as defined in Section 424(e) of the Code.

## (aa)           Participant means a Nonemployee Director who has beengranted an Option under the Plan.

## (bb)          Plan means the RF Micro Devices, Inc. 2006 Directors StockOption Plan, as amended and restated effective May 7, 2009, and as it may behereafter amended and/or restated.

## (cc)           Prior Plan means the Nonemployee Directors' Stock OptionPlan of RF Micro Devices, Inc., as amended and restated.

## (dd)          RSU means a restricted stock unit which may be granted toa Nonemployee Director in accordance with the terms of the DirectorCompensation Plan and the 2003 Plan (or other applicable stock incentive plan). Such RSUs may be Initial RSUs, Annual RSUs and/or Supplemental RSUs.  RSUsshall not be granted under this Plan.

## (ee)           Securities Act means the Securities Act of 1933, asamended.

## (ff)             Subsidiary means a "subsidiary corporation,"whether now or hereafter existing, as defined in Section 424(f) of theCode.

## (gg)          Supplemental Option means a supplemental Option which maybe granted to a Nonemployee Director pursuant to Section 7(d) herein. 

## (hh)          Supplemental RSU means a supplemental RSU which may begranted to a Nonemployee Director under the terms of the Director CompensationPlan and the 2003 Plan (or other applicable stock plan).

## (ii)              Termination Date means the date of termination of aParticipant's service on the Board for any reason, as determined by theAdministrator in its discretion.

## (jj)              2003 Plan means the 2003 Stock Incentive Plan of RF MicroDevices, as amended June 1, 2006, and as it may be further amended and/orrestated. 

# 2.                 Purpose.

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The purposes of the Plan are to compensateNonemployee Directors for their service on the Board and encourage and enablesuch Directors to acquire or to increase their holdings of Common Stock inorder to promote a closer identification of their interests with those of theCorporation and its shareholders, thereby further stimulating their efforts toenhance the efficiency, soundness, profitability, growth and shareholder valueof the Corporation.  The Plan is also intended to further the efforts of theCorporation to attract and retain qualified Nonemployee Directors.  Thesepurposes will be carried out through the granting of Options to NonemployeeDirectors.  Such Options include (i) Initial Options granted to NonemployeeDirectors upon their initial election or appointment to the Board (as definedabove, "Initial Options"); (ii) Options granted to NonemployeeDirectors on an annual basis (as defined above, "Annual Options");and (iii) Options which may be granted to Nonemployee Directors on asupplemental basis (as defined above, "Supplemental Options").

# 3.                 Administration of the Plan.

## (a)               The Plan shall be administered by the Committee unless the Boardelects to assume administration of the Plan in whole or in part. Unless theBoard determines otherwise, the Committee shall be comprised solely of two ormore "non-employee directors," as such term is defined in Rule 16b-3under the Exchange Act, or as may otherwise be permitted under Rule 16b-3.  Forthe purposes of the Plan, the term "Administrator" shall refer to theBoard and, upon its delegation to the Committee of all or part of its authorityto administer the Plan, to the Committee.

## (b)              Subject to the provisions of the Plan, the Administrator shallhave full and final authority in its discretion to take any action with respectto the Plan including, without limitation, the authority (i) to determineall matters relating to Options, (ii) to prescribe the form or forms ofOption Agreements evidencing any Options granted under the Plan; (iii) toestablish, amend and rescind rules and regulations for the administration ofthe Plan; and (iv) to construe and interpret the Plan, Options and OptionAgreements made under the Plan, to interpret rules and regulations foradministering the Plan and to make all other determinations deemed necessary oradvisable for administering the Plan.  Except to the extent otherwise requiredunder Code Section 409A, (i) the Administrator shall have the authority to accelerate the date that any Option which was not otherwise exercisable, vested or earned shall become exercisable, vested or earned in whole or in part without any obligation to acceleratesuch date with respect to any other Option granted to any recipient; and (ii)the Administrator also may modify or extend the terms and conditions forexercise or vesting of an Option. In addition to action by meeting inaccordance with applicable laws, any action of the Administrator with respectto the Plan may be taken by a written instrument signed by all of the membersof the Board or Committee, as appropriate, and any such action so taken bywritten consent shall be as fully effective as if it had been taken by amajority of the members at a meeting duly held and called.  No member of theBoard or Committee, as applicable, shall be liable while acting asAdministrator for any action or determination made in good faith with respectto the Plan, an Option or an Option Agreement.  The members of the Board andthe Committee, as applicable, shall be entitled to indemnification andreimbursement in the manner provided in the Corporation's articles ofincorporation and bylaws and/or under applicable law.

# 4.                 Effective Date; Plan Term

The Effective Date of the Plan shall be July31, 2006.  The Plan was amended and restated effective May 7, 2009.  Optionsmay be granted under the Plan on and after the Effective Date, but not afterJuly 30, 2016.  Options that are outstanding at the end of the Plan term(or such earlier termination date as may be established by the Board pursuantto Section 9(a)) shall continue in accordance with their terms, unlessotherwise provided in the Plan or an Option Agreement.

# 5.                 Shares of Stock Subject to the Plan; Option Limitations

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## (a)               *Shares of Stock Subject to the Plan*:  Subject toadjustments as provided in Section 5(c), the aggregate number of shares ofCommon Stock that may be issued pursuant to Options granted under the Planshall not exceed the sum of (i) 1,000,000 shares, plus (ii) anyshares of Common Stock remaining available for issuance under the Prior Plan asof the Effective Date of the Plan, plus (iii) any shares subject to anoption granted under the Prior Plan, which option at any time is forfeited,cancelled, terminated, expires or lapses for any reason without the issuance ofshares pursuant to the option.  Shares delivered under the Plan shall beauthorized but unissued shares or shares purchased on the open market or byprivate purchase.  The Corporation hereby reserves sufficient authorized sharesof Common Stock to meet the grant of Options hereunder.

## (b)              *Shares Not Subject to Limitations*: The following will notbe applied to the share limitations of Section 5(a) above: (i) dividends, including dividends paid in shares, or dividend equivalentspaid in cash in connection with outstanding Options; (ii) any sharessubject to an Option under the Plan which Option is forfeited, cancelled,terminated, expires or lapses for any reason or any shares subject to an Optionwhich shares are repurchased or reacquired by the Corporation; and(iii) any shares surrendered by a Participant or withheld by theCorporation to pay the Option Price for an Option or shares used to satisfy anytax withholding requirement in connection with the exercise of an Option if, inaccordance with the terms of the Plan, a Participant pays such Option Price orsatisfies such tax withholding obligation by either tendering previously ownedshares or having the Corporation withhold shares.

## (c)               *Adjustments*: If there is any change in the outstandingshares of Common Stock because of a merger, consolidation or reorganizationinvolving the Corporation or an Affiliate, or if the Board declares a stockdividend, stock split distributable in shares of Common Stock, reverse stocksplit, combination or reclassification of the Common Stock, or if there is asimilar change in the capital stock structure of the Corporation or anAffiliate affecting the Common Stock, the number of shares of Common Stockreserved for issuance under the Plan shall be correspondingly adjusted, and theAdministrator shall make such adjustments to Options and to any provisions ofthis Plan as the Administrator deems equitable to prevent dilution orenlargement of Options or as may be otherwise advisable.

# 6.                 Eligibility.

An Option may be granted only to an individualwho is a Nonemployee Director on the date the Option is granted.

# 7.                 Grant and Exercise of Options

## (a)               *General*:  Each Nonemployee Director who is otherwiseeligible under this Section 7 shall be granted an Option or Options asprovided in Section 7.  Such Options shall be designated as NonqualifiedOptions.

## (b)              *Grant of Initial Options Upon Initial Election or Appointmentto the Board*:  

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### (i)                Unless a Nonemployee Director makes a proper election to receivean Initial RSU in exchange for all or 50% of the total value (as defined below)of an Initial Option as provided under the terms of the Director CompensationPlan, each Nonemployee Director who is first elected or appointed to the Boardon or after the Effective Date shall receive an Initial Option to purchase50,000 shares of Common Stock.  The date of grant of such an Initial Optionshall be the fifth business day after the date of the annual meeting ofshareholders as to those Nonemployee Directors who are first elected at anannual meeting of shareholders and the fifth business day after the date ofelection or appointment to the Board as to those Nonemployee Directors who arefirst elected or appointed to the Board other than at an annual meeting ofshareholders.

### (ii)        If a Director makes a proper election to receive an Initial RSUin lieu of the grant of all of the Initial Option, the Director shall not alsobe granted an Initial Option.  If a Director makes a proper election to receivean Initial RSU in lieu of 50% of the total value an Initial Option, theDirector shall receive an Initial Option for a lesser number of shares ofCommon Stock, as described herein.  Such Initial Option shall be subject to allof the other terms applicable to Initial Options as provided in the Plan,except for the reduction in the number of shares subject to the Option.  If theDirector elects to receive an Initial RSU in lieu of 50% of the total value ofan Initial Option, the number of shares subject to his Initial Option shall becorrespondingly reduced so that the aggregate of the value of the Initial Optionplus the value of the Initial RSU does not exceed the total value of theInitial Option that would otherwise be granted under the Plan.  For thepurposes herein, the "total value" of an Initial Option shallequal the number of shares subject to the Initial Option (that is, 50,000shares) multiplied by the Black-Scholes value or similar methodology, as usedfor compensation expense valuation purposes in the Company's financialstatements (the "Black-Scholes value") of the Option on (or as closein time as practicable to) the date of grant.  The "value" ofan Initial RSU shall be determined by multiplying the number of shares subjectto the Initial RSU by the Black-Scholes value of the RSU on (or as close intime as practicable to) the date of grant. The "value" of anInitial Option shall equal the number of shares subject to the Initial Option multipliedby the Black-Scholes value on (or as close in time as practicable to) the dateof grant. If the Director elects to receive all of his Initial Equity Award (asdefined in the Director Compensation Plan) in the form of an Initial RSU, thenumber of shares subject to the Initial RSU will be equal to the total value ofthe Initial Option divided by the Black-Scholes value for the RSU on (or asclose in time as practicable to) the Grant Date.  If the Director elects totake 50% of the total value of his Initial Equity Award in the form of anInitial RSU and 50% of the total value in the form of an Initial Option, thenumber of shares subject to the Initial Option will be reduced by 50% and thenumber of shares subject to the Initial RSU will equal 50% of the total valueof the Initial Option divided by the Black-Scholes value for the RSU on (or asclose in time as practicable to) the Grant Date.  The value of a Director'sInitial RSU plus the value of the Director's Initial Option shall be as closeas practicable to, but may not exceed, the total value of the Initial Option.

## (c)               *Grant of Annual Options*:  

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### (i)                Unless a Director makes a proper election to receive an AnnualRSU in exchange for all or 50% of the total value (as defined below) of anAnnual Option as provided in the Director Compensation Plan, each NonemployeeDirector also shall be granted, on an annual basis (commencing with the 2006annual meeting of shareholders)**,** an Annual Option to purchase 25,000shares of Common Stock (or an Annual Option for 30,000 shares, in the case ofthe nonemployee chairman of the Board), provided that the Nonemployee Directorcontinues to serve as a member of the Board as of the date of grant.  The dateof grant of an Annual Option shall be the fifth business day after the date ofthe annual or other shareholders meeting at which Directors are elected. However, notwithstanding the foregoing, with respect to a new Nonemployee Directorwho is appointed or elected other than at an annual meeting of shareholders,the number of shares subject to the first Annual Option to be granted to suchDirector shall be reduced by 25% for each three-month period (or portionthereof) that the Director is not in office since the most recent annualmeeting of shareholders held prior to such Director's election or appointment. Further, a Nonemployee Director elected for the first time to the Board at anannual meeting of shareholders shall only receive an Initial Option inconnection with such election, and shall not also receive an Annual Option onthe fifth business day following such meeting.

### (ii)              If a Director makes a proper election to receive an Annual RSU inlieu of all of the total value of an Annual Option, he shall not also begranted an Annual Option for that year.  If a Director makes a proper electionto receive an Annual RSU in lieu of 50% of the total value of an Annual Option,the Director shall receive an Annual Option for a lesser number of shares ofCommon Stock, as described herein.  Such Annual Option shall be subject to allof the other terms applicable to Annual Options as provided in the Plan, exceptfor the reduction in the number of shares subject to the Option.  If theDirector elects to receive an Annual RSU in lieu of 50% of the total value ofan Annual Option, the number of shares subject to his Annual Option shall becorrespondingly reduced so that the aggregate of the value (as defined below) ofthe Annual Option plus the value (as defined below) of the Annual RSU does notexceed the total value (as defined below) of the Annual Option that wouldotherwise be granted under the Plan.  For the purposes herein, the "totalvalue" of an Annual Option shall equal the number of shares subject tothe Annual Option (that is, 25,000 shares, or in the case of the nonemployeechairman of the Board, 30,000 shares) multiplied by the Black-Scholes value ofthe Option on (or as close in time as practicable to) the date of grant.  The "value"of an Annual RSU shall be determined by multiplying the number of sharessubject to the Annual RSU by the Black-Scholes value of the RSU on (or as closein time as practicable to) the date of grant. The "value" ofan Annual Option shall equal the number of shares subject to the Annual Option multipliedby the Black-Scholes value of the Option on (or as close in time as practicableto) the date of grant.  If the Director elects to receive all of his AnnualEquity Award (as defined in the Director Compensation Plan) in the form of anAnnual RSU, the number of shares subject to the Annual RSU will be equal to thetotal value of the Annual Option divided by the Black-Scholes value for the RSUon (or as close in time as practicable to) the Grant Date.  If the Director electsto take 50% of the total value of his Annual Equity Award in the form of anAnnual RSU and 50% of the total value in the form of an Annual Option, thenumber of shares subject to the Annual Option will be reduced by 50% and thenumber of shares subject to the Annual RSU will equal 50% of the total value ofthe Annual Option divided by the Black-Scholes value for the RSU on (or asclose in time as practicable to) the Grant Date.   The value of a Director'sAnnual RSU plus the value of the Director's Annual Option shall be as close aspracticable to, but may not exceed, the total value of the Annual Option. 

## (d)              *Grant of Supplemental Options*:  

### (i)                General:  The Administrator may from time to timeauthorize the grant of Supplemental Options to one or more NonemployeeDirectors.  A Supplemental Option may be based on a fixed dollar amount, afixed number of shares of Common Stock, a fixed Black Scholes value or suchother valuation formula(s) or factors as the Administrator determines in itsdiscretion.  The grant of a Supplemental Option to a Participant at any onetime does not create in any Nonemployee Director the right to receive anyadditional Supplemental Options.

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### (ii)              Number of Shares Subject to Supplemental Options:  Thenumber of shares of Common Stock subject to any Supplemental Option to beawarded to a Nonemployee Director shall be reduced by the number of shares, ifany, subject to any Supplemental RSUs granted to the Nonemployee Directorpursuant to any election the Director has made in accordance with the terms ofthe Director Compensation Plan.  

### (iii)            Terms of Supplemental Options:  Unless the Administratordetermines otherwise, the following terms shall apply: If the Administratordetermines that a Supplemental Option is intended to supplement an Initial Option,such Supplemental Option shall be subject to the grant date, Option Price,Option Period, vesting, exercise and other terms and conditions of an InitialOption as provided in Section 7 herein.  If the Administrator determines that aSupplemental Option is intended to supplement an Annual Option, suchSupplemental Option shall be subject to the grant date, Option Price, OptionPeriod, vesting, exercise and other terms and conditions of an Annual Option,as provided in Section 7 herein.  If a Supplemental Option is not intended tosupplement an Initial Option or an Annual Option, such Supplemental Optionshall be subject to such vesting and other terms and may be determined by theAdministrator, provided, however, that the provisions of Section 7(e) Section7(f), Section 7(g), Section 7(h) and Section 7(i) shall apply to allSupplemental Options.

## (e)               *Option Price*:  The price per share of Common Stock atwhich an Option may be exercised shall be 100% of the Fair Market Value pershare of the Common Stock on the date the Option is granted.

## (f)                *Option Period and Limitations on the Right to Exercise Options*: The Option Period of an Option shall be 10 years from the date of grant. Initial Options shall become exercisable as provided in Section 7(f)(i).  AnnualOptions shall become exercisable as provided in Section 7(f)(ii).  SupplementalOptions shall become exercisable as provided in Section 7(f)(iii).  To theextent that all or part of an Option becomes exercisable but is not exercised,such Option shall accumulate and be exercisable by the Director in whole or inpart at any time before the expiration of the Option Period.  Any Option orportion thereof not exercised before expiration of the Option Period (or suchearlier date as may be provided in Section 7(h) herein) shall terminate.

### (i)                Initial Options.  An Initial Option shall vest and becomeexercisable with respect to one-third of the shares subject to the Option onthe date of grant.  An Initial Option shall vest and become exercisable withrespect to the remaining two-thirds of the shares subject to the Option in twoequal annual installments on each of the first and second anniversaries of thedate of grant, so that an Initial Option will be vested and exercisable in fullon the second anniversary of the date of grant, provided that the NonemployeeDirector remains in service on each such vesting date.

### (ii)              Annual Options.  An Annual Option shall vest and becomeexercisable on the date of grant.

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### (iii)            Supplemental Options.  Unless the Administrator determinesotherwise, the following terms shall apply:  If the Administrator grants aSupplemental Option that is intended to supplement an Initial Option, suchSupplemental Option shall have the same vesting terms as those applicable toInitial Options, as provided in Section 7(f)(i) herein.  If the Administratorgrants a Supplemental Option that is intended to supplement an Annual Option,such Supplemental Option shall have the same vesting terms as that applicableto Annual Options (i.e., fully vested at grant), as provided in Section7(f)(ii) herein.  If the Administrator grants a Supplemental Option that is notintended to supplement either an Initial Option or an Annual Option, suchSupplemental Option shall have such vesting terms, if any,  as may beestablished by the Administrator.

## (g)              *Manner of Exercise:*An Option may be exercised by givingwritten notice to the Corporation in form acceptable to the Administrator atsuch place and subject to such conditions as may be established by theAdministrator or its designee.  Such notice shall specify the number of sharesto be purchased pursuant to an Option and the aggregate purchase price to bepaid therefor and shall be accompanied by payment of such purchase price.  Thetotal number of shares that may be acquired upon exercise of an Option shall berounded down to the nearest whole share.  Unless an Option Agreement providesotherwise, such payment shall be in the form of cash or cash equivalent;provided that, if and to the extent permitted by the Administrator andapplicable laws, rules and regulations (and subject to such terms andconditions as may be established by the Administrator), payment may also bemade:

### (i)                By delivery (by either actual delivery or attestation) of sharesof Common Stock owned by the Participant for such time period, if any, as maybe determined by the Administrator;

### (ii)              By shares of Common Stock withheld upon exercise;

### (iii)            By delivery of written notice of exercise to the Corporation anddelivery to a broker of written notice of exercise and irrevocable instructionsto promptly deliver to the Corporation the amount of sale or loan proceeds topay the Option Price;

### (iv)            By such other payment methods as may be approved by theAdministrator and which are acceptable under applicable law; and/or

### (v)              By any combination of the foregoing methods.

Shares tendered orwithheld in payment on the exercise of an Option shall be valued at their FairMarket Value as of the date of exercise.

## (h)              *Effect of Termination of Service on Right to Exercise: *Unlessthe Administrator determines otherwise (subject to any requirements imposedunder Code Section 409A), in the event that a Participant terminates service as a Director, (i) an Option may be exercised only to the extent vested and exercisable on the Participant's Termination Date (unless the termination was for Cause), and must be exercised,if at all, prior to the close of the Option Period, and (ii) any Option (orportion thereof) which has not vested and become exercisable as of theParticipant's Termination Date shall terminate as of the Participant'sTermination Date.  If the services of a Nonemployee Director are terminated forCause, his Option (whether vested or unvested) shall lapse and no longer beexercisable as of his Termination Date, as determined by the Administrator.

## (i)                *Nontransferability*: An Option shall not be transferable(including by sale, assignment, pledge or hypothecation) other than by will orthe laws of intestate succession, except as may be permitted by theAdministrator in a manner consistent with the registration provisions of theSecurities Act.  Except as may be permitted by the preceding sentence, anOption shall be exercisable during the Participant's lifetime only by him or byhis guardian or legal representative.  The designation of a beneficiary inaccordance with the Plan does not constitute a transfer.

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# 8.                 No Right or Obligation of Continued Service

Neither the Plan, the grant of an Option norany other action related to the Plan shall confer upon the Participant anyright to continue in the service of the Corporation as a Director or tointerfere in any way with the right of the Corporation to terminate theParticipant's service at any time.  Except as may be otherwise provided in thePlan or an Option Agreement (or as may be otherwise determined by theAdministrator), all rights of a Participant with respect to an Option shallterminate immediately upon the Participant's termination of service as aDirector.

# 9.                 Amendment and Termination of the Plan

## (a)               *Amendment and Termination of Plan*:  The Plan may beamended, altered and/or terminated at any time by the Board; provided, that(i) approval of an amendment to the Plan by the shareholders of theCorporation shall be required to the extent, if any, that shareholder approvalof such amendment is required by applicable law, rule or regulation; and(ii) except for adjustments made pursuant to Section 5(c), the OptionPrice for any outstanding Option may not be decreased after the date of grant,nor may any outstanding Option be surrendered to the Corporation asconsideration for the grant of a new Option with a lower Option Price than theoriginal Option, without shareholder approval of any such action.

## (b)              *Amendment of Options*:  The Administrator may amend, alteror terminate any Option granted under the Plan, prospectively or retroactively,but such amendment, alteration or termination of an Option shall not, withoutthe consent of the recipient of an outstanding Option, materially adverselyaffect the rights of the recipient with respect to the Option.

## (c)               *Unilateral Authority of Administrator to Modify Plan andOptions*:  Notwithstanding Section 9(a) and Section 9(b) herein,the following provisions shall apply:

### (i)                The Administrator shall have unilateral authority to amend thePlan and any Option (without Participant consent and without shareholder approval,unless such shareholder approval is required by applicable laws, rules orregulations) to the extent necessary to comply with applicable laws, rules orregulations or changes to applicable laws, rules or regulations (including butnot limited to Code Section 409A and federal securities laws).

### (ii)              The Administrator shall have unilateral authority to makeadjustments to the terms and conditions of Options in recognition of unusual ornonrecurring events affecting the Corporation or any Affiliate, or the financialstatements of the Corporation or any Affiliate, or of changes in accountingprinciples, if the Administrator determines that such adjustments areappropriate in order to prevent dilution or enlargement of the benefits orpotential benefits intended to be made available under the Plan or necessary orappropriate to comply with applicable accounting principles.

 

 

 

 

 

 

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# 10.             Restrictions on Options and Shares

The Corporation may impose such restrictions onOptions, shares and any other benefits underlying Options hereunder as it maydeem advisable, including without limitation restrictions under the federalsecurities laws, the requirements of any stock exchange or similar organizationand any blue sky, state or foreign securities laws applicable to such securities. Notwithstanding any other Plan provision to the contrary, the Corporation shallnot be obligated to issue, deliver or transfer shares of Common Stock under thePlan, make any other distribution of benefits under the Plan, or take any otheraction, unless such delivery, distribution or action is in compliance with allapplicable laws, rules and regulations (including but not limited to therequirements of the Securities Act).  The Corporation may cause a restrictivelegend to be placed on any certificate(s) for shares issued pursuant toexercise of an Option hereunder in such form as may be prescribed from time totime by applicable laws and regulations or as may be advised by legal counsel.

# 11.             Change of Control

## (a)               Notwithstanding any other provision of the Plan to the contrary,and unless and Option Agreement provides otherwise (or as may otherwise berequired under Code Section 409A), in the event of a Change of Control, all options outstanding as of the date of such Change of Control shall become fully vested and exercisable, whether or not then otherwise vested and exercisable.

## (b)              Notwithstanding the foregoing, in the event of a merger, shareexchange, reorganization or other business combination affecting theCorporation or an Affiliate, the Administrator may, in its sole and absolutediscretion, determine that any or all Options granted pursuant to the Planshall not vest or become exercisable on an accelerated basis, if theCorporation or the surviving or acquiring corporation, as the case may be, shallhave taken such action, including but not limited to the assumption of optionsgranted under the Plan or the grant of substitute options (in either case, withsubstantially similar terms or equivalent economic benefits as Options grantedunder the Plan), as in the opinion of the Administrator is equitable orappropriate to protect the rights and interests of participants under thePlan.  For the purposes herein, if the Committee is acting as the Administratorauthorized to make the determinations provided for in this Section 11(b),the Committee shall be appointed by the Board, two-thirds of the members ofwhich shall have been Directors of the Corporation prior to the merger, shallexchange, reorganization or other business combinations affecting the Corporationor an Affiliate.

# 12.             Compliance with Code Section 409A

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Notwithstanding any other provision in the Planor an Option Agreement to the contrary, if and to the extent that Code Section 409A is deemed to apply to the Plan or any Option granted under the Plan, it is the general intention of the Corporation that the Plan and all such Options shall, to the extent practicable, comply with, or be exempt from, Code Section 409A, and the Plan and any such Option shall, to the extent practicable, be construed in accordance therewith.  Deferrals pursuant to an Option otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with Code Section 409A.  Without in any way limiting the effect of the foregoing, (i) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in the Plan or any Option, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Plan or Option, as applicable; and(ii) terms used in the Plan or an Option Agreement shall be construed inaccordance with Code Section 409A if and to the extent required.  Further, in the event that the Plan or any Option shall be deemed not to comply with Code Section 409A, then neither the Corporation, the Administrator nor its or their designees or agents shall be liable to any Participant or other person for actions, decisions or determinations made in good faith.

# 13.             General Provisions

## (a)               *Shareholder Rights*:  Except as otherwise determined by theAdministrator, a Participant and his legal representative, legatees ordistributees shall not be deemed to be the holder of any shares subject to anOption and shall not have any rights of a shareholder unless and untilcertificates for such shares have been issued and delivered to him or themunder the Plan (or in the case of uncertificated shares, other written noticeof ownership in accordance with applicable laws shall have been provided).  Acertificate or certificates for shares of Common Stock acquired upon exerciseof an Option shall be promptly issued in the name of the Participant or hisbeneficiary and distributed to the Participant or his beneficiary (or, in thecase of uncertificated shares, other written notice of ownership in accordancewith applicable laws shall be provided) as soon as practicable followingreceipt of notice of exercise and payment of the Option Price (except as mayotherwise be determined by the Corporation in the event of payment of theOption Price pursuant to Section 7(g)(iii)).

## (b)              *Withholding*: If and to the extent required by applicablelaws, rules or regulations, the Corporation shall withhold all required local,state, federal, foreign and other taxes and any other amount required to bewithheld by any governmental authority or law from any amount payable withrespect to an Option.  Prior to the delivery or transfer of any certificate forshares or any other benefit conferred under the Plan, the Corporation shallrequire any recipient of an Option to pay to the Corporation in cash the amountof any tax or other amount required by any governmental authority to bewithheld and paid over by the Corporation to such authority for the account ofsuch recipient. Notwithstanding the foregoing, the Administrator may establishprocedures to permit a recipient to satisfy such obligation in whole or inpart, and any local, state, federal, foreign or other income tax obligationsrelating to such an Option, by electing (the "election") to have theCorporation withhold shares of Common Stock from the shares to which therecipient is entitled. The number of shares to be withheld shall have a FairMarket Value as of the date that the amount of tax to be withheld is determinedas nearly equal as possible to (but not exceeding) the amount of suchobligations being satisfied. Each election must be made in writing to theAdministrator in accordance with election procedures established by theAdministrator.

## (c)               *Section 16(b) Compliance*:  To the extent that anyParticipants in the Plan are subject to Section 16(b) of the Exchange Act,it is the general intention of the Corporation that transactions under the Planshall comply with Rule 16b-3 under the Exchange Act and that the Plan shall beconstrued in favor of such Plan transactions meeting the requirements of Rule16b-3 or any successor rules thereto.

## (d)              *Unfunded Plan; No Effect on Other Plans*:

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### (i)                The Plan shall be unfunded, and the Corporation shall not berequired to create a trust or segregate any assets that may at any time berepresented by Options under the Plan.  The Plan shall not establish anyfiduciary relationship between the Corporation and any Participant or otherperson.  Neither a Participant nor any other person shall, by reason of thePlan, acquire any right in or title to any assets, funds or property of theCorporation or any Affiliate, including, without limitation, any specificfunds, assets or other property which the Corporation or any Affiliate, intheir discretion, may set aside in anticipation of a liability under the Plan. A Participant shall have only a contractual right to the Common Stock or otheramounts, if any, payable under the Plan, unsecured by any assets of theCorporation or any Affiliate.  Nothing contained in the Plan shall constitute aguarantee that the assets of such entities shall be sufficient to pay anybenefits to any person.

### (ii)              The amount of any compensation deemed to be received by aParticipant pursuant to an Option shall not constitute compensation withrespect to which any other benefits of such Participant are determined, exceptas otherwise specifically provided by the terms of such plan or as may bedetermined by the Administrator.

### (iii)            The adoption of the Plan shall not affect any other stock incentiveor other compensation plans in effect for the Corporation or any Affiliate, norshall the Plan preclude the Corporation from establishing any other forms ofstock incentive or other compensation for employees or service providers of theCorporation or any Affiliate.

## (e)               *Applicable Law*:  The Plan shall be governed by andconstrued in accordance with the laws of the State of North Carolina, withoutregard to the conflict of laws provisions of any state, and in accordance withapplicable federal laws of the United States.

## (f)                *Beneficiary Designation*:  The Administrator may permit aParticipant to designate in writing a person or persons as beneficiary, whichbeneficiary shall be entitled to receive settlement of Options (if any) towhich the Participant is otherwise entitled in the event of death.  In theabsence of such designation by a Participant, and in the event of theParticipant's death, the estate of the Participant shall be treated asbeneficiary for purposes of the Plan, unless the Administrator determinesotherwise. The Administrator shall have sole discretion to approve andinterpret the form or forms of such beneficiary designation.  A beneficiary,legal guardian, legal representative or other person claiming any rightspursuant to the Plan is subject to all terms and conditions of the Plan and anyOption Agreement applicable to the Participant, except to the extent that thePlan and/or Option Agreement provide otherwise, and to any additionalrestrictions deemed necessary or appropriate by the Administrator.

## (g)              *Gender and Number*:  Except where otherwise indicated bythe context, words in any gender shall include any other gender, words in thesingular shall include the plural and words in the plural shall include thesingular.

## (h)              *Severability*:  If any provision of the Plan shall be heldillegal or invalid for any reason, such illegality or invalidity shall notaffect the remaining parts of the Plan, and the Plan shall be construed andenforced as if the illegal or invalid provision had not been included.

## (i)                *Rules of Construction*:  Headings are given to the sectionsof this Plan solely as a convenience to facilitate reference.  The referenceto any statute, regulation or other provision of law shall be construed torefer to any amendment to or successor of such provision of law.

## (j)                *Successors and Assigns*:  The Plan shall be binding uponthe Corporation, its successors and assigns, and Participants, their executors,administrators and permitted transferees and beneficiaries.

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## (k)              *Right of Offset*:  Notwithstanding any other provision ofthe Plan or an Option Agreement, the Corporation may (subject to any Code Section 409A considerations) reduce the amount of any benefit otherwise distributable to or on behalf of a Participant by the amount of any obligation of the Participant to the Corporation that is or becomes due and payable.

IN WITNESS WHEREOF, this RF Micro Devices, Inc.2006 Directors Stock Option Plan, as amended and restated effective May 7, 2009,is, by the authority of the Board of Directors of the Corporation, executed inbehalf of the Corporation, effective as of the 7th day of May, 2009.

**RF MICRODEVICES, INC.**

By:       /s/ Robert A.Bruggeworth

Robert A. Bruggeworth

Chief Executive Officer

 

ATTEST:

/s/ William A. Priddy, Jr.

Secretary/Asst. Secretary

[Corporate Seal]

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