EXHIBIT 10.3

RF MICRO DEVICES, INC.2006 DIRECTORS STOCK OPTION PLAN

Stock Option Agreement(Annual/Supplemental Option)

THIS AGREEMENT (together with Schedule A,attached hereto, the "Agreement"), effective as of the date specifiedas the "Grant Date" on Schedule A attached hereto, between RFMICRO DEVICES, INC., a North Carolina corporation (the "Corporation"),and the individual identified on Schedule A attached hereto, a director ofthe Corporation (the "Participant");

R E C I T A L S :

In furtherance of the purposes of the RF MicroDevices, Inc. Director Compensation Plan, as it may be amended, and the RFMicro Devices, Inc. 2006 Directors Stock Option Plan, as amended and restatedeffective May 7, 2009, and as it may be hereafter amended (the "Plan"),the Corporation and the Participant hereby agree as follows:

# 1.                  Incorporation of Plan.  The rights and duties of theCorporation and the Participant under this Agreement shall in all respects besubject to and governed by the provisions of the Plan, the terms of which areincorporated herein by reference.  In the event of any conflict between theprovisions in the Agreement and those of the Plan, the provisions of the Planshall govern.  Unless otherwise defined herein, capitalized terms in thisAgreement shall have the same definitions as set forth in the Plan.

# 2.                  Grant of Option; Term of Option.  The Corporation herebygrants to the Participant pursuant to the Plan, as a matter of separateinducement and agreement in connection with his service to the Corporation, andnot in lieu of any salary or other compensation for his services, the right andOption (the "Option") to purchase all or any part of such aggregatenumber of shares (the "shares") of common stock of the Corporation(the "Common Stock") at a purchase price (the "Option Price")as specified on Schedule A, attached hereto, and subject to such otherterms and conditions as may be stated herein or in the Plan or onSchedule A.  The Option Price shall be 100% of the Fair Market Value pershare of the Common Stock on the date of grant.  The Participant expresslyacknowledges that the terms of Schedule A shall be incorporated herein byreference and shall constitute part of this Agreement.  The Corporation and theParticipant further acknowledge that the Corporation's signature on thesignature page hereof, and the Participant's signature on the Grant Lettercontained in Schedule A, shall constitute their acceptance of all of theterms of this Agreement.  The Option shall be designated as a NonqualifiedOption.   Except as otherwise provided in the Plan or this Agreement, thisOption will expire if not exercised in full by the expiration date specified onSchedule A.

 

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# 3.                  Exercise of Option.  Subject to the terms of the Plan andthis Agreement, the Option shall become exercisable on the date or dates setforth on Schedule A attached hereto.  To the extent that the Option isexercisable but is not exercised, the Option shall accumulate and beexercisable by the Participant in whole or in part at any time prior to expirationof the Option, subject to the terms of the Plan and this Agreement.  TheParticipant expressly acknowledges that the Option may vest and be exercisableonly upon such terms and conditions as are provided in this Agreement and thePlan.  Upon the exercise of the Option in whole or in part and payment ofthe Option Price in accordance with the provisions of the Plan and thisAgreement, the Corporation shall as soon thereafter as practicable deliver tothe Participant a certificate or certificates for the shares purchased. Payment of the Option Price may be made in the form: (i) of cash or cashequivalent; (ii) by delivery (by either actual delivery or attestation) ofshares of Common Stock owned by the Participant for such time period, if any, asmay be determined by the Administrator; (iii) to the extent permitted by theAdministrator and in accordance with applicable law, by delivery of writtennotice of exercise to the Corporation and delivery to a broker of writtennotice of exercise and irrevocable instructions to promptly deliver to theCorporation the amount of sale or loan proceeds to pay the Option Price; or(iv) by a combination of the foregoing methods.  Shares delivered****inpayment of the Option Price shall be valued at their Fair Market Value on thedate of exercise.  The total number of shares that may be acquired uponexercise of the Option shall be rounded down to the nearest whole share.

# 4.                  No Right of Continued Service.  Neither the Plan, theOption nor any other action related to the Plan shall confer upon theParticipant any right to continue in the service of the Corporation as aDirector or interfere in any way with the right of the Corporation to terminatethe Participant's service at any time.

# 5.                  Nontransferability of Option.  The Option shall not betransferable (including by sale, assignment, pledge or hypothecation) otherthan by will or the laws of intestate succession, except as may be permitted bythe Administrator in a manner consistent with the registration provisions ofthe Securities Act.  Except as may be permitted by the preceding sentence, thisOption shall be exercisable during the Participant's lifetime only by theParticipant or his guardian or legal representative.

# 6.                  Superseding Agreement; Binding Effect.  This Agreementsupersedes any statements, representations or agreements of the Corporationwith respect to the grant of the Option or any related rights, and theParticipant hereby waives any rights or claims related to any such statements,representations or agreements.  This Agreement shall be binding upon and shallinure to the benefit of the parties hereto and their respective executors,administrators, heirs, successors and assigns.

# 7.                  Governing Law.  This Agreement 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.

# 8.                  Amendment and Termination; Waiver.  Subject to the termsof the Plan, this Agreement may be modified or amended only by the writtenagreement of the parties hereto.  Notwithstanding the foregoing, theAdministrator shall have unilateral authority to amend the Plan and thisAgreement (without Participant consent) to the extent necessary to comply withapplicable laws, rules or regulations or changes to applicable laws, rules orregulations (including but in no way limited to Code Section 409A and federal securities laws).  The waiver by the Corporation of a breach of any provision of the Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant.  

# 9.                  No Rights as Shareholder.  The Participant and his legalrepresentative, legatees or distributees shall not be deemed to be the holderof any shares subject to the Option and shall not have any rights of ashareholder unless and until certificates for such shares have been issued anddelivered to him or them (or, in the case of uncertificated shares, otherwritten evidence of ownership in accordance with applicable laws shall havebeen provided).

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# 10.              Withholding; Tax Matters.  

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

## (b)               The Participant acknowledges that the Corporation has made nowarranties or representations to the Participant with respect to the taxconsequences (including, but not limited to, income tax consequences) relatedto the transactions contemplated by this Agreement, and the Participant is inno manner relying on the Corporation or its representatives for an assessmentof such tax consequences. The Participant acknowledges that there may be adversetax consequences upon the grant of the Option and the acquisition ordisposition of the shares subject to the Option and that he has been advisedthat he should consult with his own attorney, accountant and/or tax advisorregarding the decision to enter into this Agreement and the consequencesthereof. The Participant also acknowledges that the Corporation has noresponsibility to take or refrain from taking any actions in order to achieve acertain tax result for the Participant.

# 11.              Administration.  The authority to construe and interpretthis Agreement and the Plan, and to administer all aspects of the Plan, shallbe vested in the Administrator, and the Administrator shall have all powerswith respect to this Agreement as are provided in the Plan.  Any interpretationof the Agreement by the Administrator and any decision made by it with respectto the Agreement is final and binding.

# 12.              Notices.  Except as may be otherwise provided by the Plan,any written notices provided for in this Agreement or the Plan shall be inwriting and shall be deemed sufficiently given if either hand delivered or ifsent by fax or overnight courier, or by postage paid first class mail.  Noticessent by mail shall be deemed received three business days after mailed but inno event later than the date of actual receipt.  Notice may also be provided byelectronic submission, if and to the extent permitted by the Administrator. Notices shall be directed, if to the Participant, at the Participant's addressindicated by the Corporation's records, or if to the Corporation, at theCorporation's principal office, attention Treasurer, RF Micro Devices, Inc.

# 13.              Severability.  The provisions of this Agreement areseverable and if any one or more provisions may be determined to be illegal orinvalid for any reason, in whole or in part, the remaining provisions shallnevertheless be binding and enforceable.

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# 14.              Restrictions on Option and Shares.  The Corporation mayimpose such restrictions on the Option, any shares issued pursuant to theexercise of the Option and any other benefits underlying the Option 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 suchsecurities.  Notwithstanding any other provision in the Plan or the Agreementto the contrary, the Corporation shall not be obligated to issue, deliver ortransfer shares of Common Stock, make any other distribution of benefits, ortake any other action, unless such delivery, distribution or action is incompliance with all applicable laws, rules and regulations (including but notlimited to the requirements of the Securities Act).  The Corporation may causea restrictive legend to be placed on any certificate(s) for shares issuedpursuant to the exercise of the Option in such form as may be prescribed fromtime to time by applicable laws and regulations or as may be advised by legalcounsel.

# 15.              Counterparts; Further Instruments.  This Agreement may beexecuted in two or more counterparts, each of which shall be deemed anoriginal, but all of which together shall constitute one and the sameinstrument.  The parties hereto agree to execute such further instruments andto take such further action as may be reasonably necessary to carry out thepurposes and intent of this Agreement.

IN WITNESS WHEREOF, this Agreement has been executedon behalf of the Corporation and by the Participant effective as of the GrantDate noted on Schedule A, attached hereto.

                                                                                    RFMICRO DEVICES, INC.

 

                                                                                    By:                                                                   

                                                                                                RobertA.  Bruggeworth

                                                                                                President& Chief Executive Officer

Attest:

 

                                                            

William Priddy

Secretary & ChiefFinancial Officer

 

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*[Signature page of Participant to follow on Schedule A/GrantLetter]*

 

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RF Micro Devices, Inc.2006 Directors Stock Option PlanStock Option Agreement(Annual/Supplemental Option)

Schedule A/Grant Letter

# 1.                  Pursuant to the terms and conditions of the Company's 2006Directors Stock Option Plan, as amended (the "Plan"), you (the "Participant")have been granted an Option to purchase _________ shares (the "Option")of our Common Stock as outlined below.

 

|                                 |   |                             |
|--------------------------------------|--------|----------------------------------|
| Granted To:                          |   | __________________               |
| Grant Date:                          |   | ____________, 20___              |
| Number of Shares Subject to  Option: |   | __________________               |
| Option Price per Share:              |   | $_________________               |
| Expiration Date:                     |   | ___________, 20___               |
| Vesting Schedule:                    |   | Option 100% vested on Grant Date |

 

# 2.                  By my signature below, I, the Participant, hereby acknowledgereceipt of this Grant Letter and the Option Agreement (the "Agreement")dated _________, 200___, between the Participant and RF Micro Devices, Inc. (the "Company") which is attached to this Grant Letter.  I understandthat the Grant Letter and other provisions of Schedule A herein are incorporatedby reference into the Agreement and constitute a part of the Agreement.  Bymy signature below, I further agree to be bound by the terms of the Plan andthe Agreement, including but not limited to the terms of this Grant Letter andthe other provisions of Schedule A contained herein.  The Company reservesthe right to treat the Option and the Agreement as cancelled, void and of noeffect if the Participant fails to return a signed copy of the Grant Letterwithin 30 days of receipt.

|       |   |   |   |   |   |   |
|------------|--------|--------|--------|--------|--------|--------|
| Signature: |   |   |   | Date:  |   |   |
|       |   |   |   |   |   |   |

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*Note: If there are anydiscrepancies in the name or address shown above, please make the appropriatecorrections on this form.  Please sign and return to Brenda Hatley (mail stop:NC7628), RF Micro Devices, Inc., 7628 Thorndike Road, Greensboro, NC  27409-9421.  Please retain a copy of the Agreement, including this Grant Letter, foryour files.*

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