EXHIBIT 10.8

 

2009 DECLARATION OF AMENDMENT TO thenonemployee directors' stock option plan

THIS 2009 DECLARATION OF AMENDMENT (the"Declaration of Amendment"), is made effective as of the 30thday of July, 2009, by RF MICRO DEVICES, INC. (the "Corporation"), tothe Nonemployee Directors' Stock Option Plan of RF Micro Devices, Inc., as Amendedand Restated Through June 13, 2003 (the "Plan").

R E C I T A L S:

WHEREAS, the Board of Directors of theCorporation has deemed it advisable to amend Section 8 of the Plan to expresslyauthorize the Administrator to modify and/or extend the period during which anOption may be vested and/or exercised; and

WHEREAS, the Board desires to evidence suchamendment by this Declaration of Amendment.

NOW, THEREFORE, IT IS DECLARED that, effectiveas of July 30, 2009, the Plan shall be and hereby is amended as follows:

# 1.                 Amendment to Section 8 (Option Period and Limitations on theRight to Exercise Options").  Section 8(b) of the Plan is herebyamended by deleting current Sections 8(b)(i) and Section 8(b)(ii) and insertingin lieu thereof new Section 8(b)(i), Section 8(b)(ii) and Section 8(b)(iii)(with the remainder of Section 8 being unchanged):

                        "(a)       Unlessthe Administrator determines otherwise, with respect to Options granted on orafter the effective date of the Plan and prior to July 22, 2003, if aDirector's service on the Board terminates for any reason (including death),that portion of any such Option which was exercisable immediately before suchtermination may be exercised by the Director (or, in the event of his death, bysuch person or persons as shall have acquired the right to exercise the Optionby will or the laws of intestate succession) at any time within 180 daysfollowing the date of such termination, and after such 180-day period, suchOptions shall terminate.

 

                        (b)        Unlessthe Administrator determines otherwise, with respect to Options granted on orafter July 22, 2003, if a Director's service on the Board terminates for anyreason (including death), that portion of any such Option which was exercisableimmediately before such termination may be exercised by the Director (or, inthe event of his death, by such person or persons as shall have acquired theright to exercise the Option by will or the laws of intestate succession) untilthe earlier of (A) the expiration of the 24-month period following the date ofsuch termination of service or (B) the close of the Option Period, and, aftersuch date, such Option will terminate.

 

                        (c)        TheAdministrator shall have authority to modify and/or extend the terms andconditions for vesting and/or exercise of any Option (subject to any CodeSection 409A considerations)."

 

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# 2.                 Continued Effect.  Except as set forth herein, the Planshall be unchanged and shall remain in full force and effect.

IN WITNESS WHEREOF, this  Declaration ofAmendment is executed on behalf of RF Micro Devices, Inc. effective as of theday and year first above written.

RF MICRO DEVICES, INC.

# By: /s/ Robert A. Bruggeworth 

RobertA. Bruggeworth

President and ChiefExecutive Officer

ATTEST:

/s/ Suzanne B. Rudy     

Assistant Secretary

 

[Corporate Seal]

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