EXHIBIT 10.7

 

 

 


2003 STOCK INCENTIVE
PLAN


OF


RF
MICRO DEVICES, INC.















 


 

 

 

 

 

 

 

 

 

 

 










 











 


 


 


 


2003 STOCK
INCENTIVE PLAN


OF


RF
MICRO DEVICES, INC.


1.                 
Purpose


The purpose of the 2003 Stock Incentive Plan of
RF Micro Devices, Inc. (the "Plan") is to encourage and enable
selected employees, directors and independent contractors of RF Micro Devices,
Inc. (RF Micro Devices, Inc., together with any successor corporation thereto,
being referred to herein as the "Corporation") and its related
entities to acquire or to increase their holdings of common stock of the
Corporation (the "Common Stock") and other proprietary
interests in the Corporation in order to promote a closer identification of
their interests with those of the Corporation and its shareholders, thereby
further stimulating their efforts to enhance the efficiency, soundness,
profitability, growth and shareholder value of the Corporation. This purpose
will be carried out through the granting of benefits (collectively referred to
herein as "awards") to selected employees, independent contractors
and directors, including the granting to selected participants of incentive
stock options ("incentive options") intended to qualify under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
nonqualified stock options ("nonqualified options"), stock
appreciation rights ("SARs"), restricted awards in the form of
restricted stock awards ("restricted stock awards") and
restricted stock units ("restricted stock units"), and
performance awards in the form of performance shares ("performance
shares") and performance units ("performance units"). 
Incentive options and nonqualified options shall be referred to herein
collectively as "options."  Restricted stock awards and
restricted stock units shall be referred to herein collectively as "restricted
awards."  Performance shares and performance units shall be referred
to herein collectively as "performance awards."


2.                 
Administration of the Plan


(a)               
The Plan shall be administered by the Board of Directors of the
Corporation (the "Board" or the "Board of Directors")
or, upon its delegation, by the Compensation Committee of the Board of
Directors  (the "Committee").  Unless the Board determines
otherwise, the Committee shall be comprised solely of two or more "non-employee
directors," as such term is defined in Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or as
may otherwise be permitted under Rule 16b-3.  Further, to the extent required
by Section 162(m) of the Code and related regulations, the Plan shall be
administered by a committee comprised of two or more "outside directors"
(as such term is defined in Section 162(m) or related regulations) or as may
otherwise be permitted under Section 162(m) and related regulations.  For the
purposes herein, the term "Administrator" shall refer to the
Board and, upon its delegation to the Committee of all or part of its authority
to administer the Plan, to the Committee.


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(b)              
In addition to action by meeting in accordance with applicable laws, any
action of the Administrator with respect to the Plan may be taken by a written
instrument signed by all of the members of the Board or Committee, as
appropriate, and any such action so taken by written consent shall be as fully
effective as if it had been taken by a majority of the members at a meeting
duly held and called. Subject to the provisions of the Plan, the Administrator
shall have full and final authority in its discretion to take any action with
respect to the Plan including, without limitation, the authority (i) to determine
all matters relating to awards, including selection of individuals to be
granted awards, the types of awards, the number of shares of the Common Stock,
if any, subject to an award, and all terms, conditions, restrictions and
limitations of an award; (ii) to prescribe the form or forms of the agreements
evidencing any awards granted under the Plan; (iii) to establish, amend and
rescind rules and regulations for the administration of the Plan; and (iv) to
construe and interpret the Plan, awards and award agreements made under the
Plan, to interpret rules and regulations for administering the Plan and to make
all other determinations deemed necessary or advisable for administering the
Plan. The Administrator shall also have authority, in its sole discretion, to
accelerate the date that any award which was not otherwise exercisable, vested
or earned shall become exercisable, vested or earned in whole or in part
without any obligation to accelerate such date with respect to any other award
granted to any recipient.  In addition, the Administrator shall have the
authority and discretion to establish terms and conditions of awards (including
but not limited to the establishment of subplans) as the Administrator
determines to be necessary or appropriate to conform to the applicable
requirements or practices of jurisdictions outside of the United States.  No
member of the Board or Committee, as applicable, shall be liable while acting
as Administrator for any action or determination made in good faith with respect
to the Plan, an award or an award agreement.  The members of the Board or
Committee, as applicable, shall be entitled to indemnification and
reimbursement in the manner provided in the Corporation’s articles of
incorporation.


(c)               
Notwithstanding the other provisions of Section 2, the Administrator may
delegate to one or more officers of the Corporation the authority to grant
awards, and to make any or all of the determinations reserved for the
Administrator in the Plan and summarized in Section 2(b) herein with respect to
such awards (subject to any restrictions imposed by applicable laws, rules and
regulations and such terms and conditions as may be established by the
Administrator); provided, however, that, to the extent required by Section 16
of the Exchange Act or Section 162(m) of the Code, the participant, at the time
of said grant or other determination, (i) is not deemed to be an officer or
director of the Corporation within the meaning of Section 16 of the Exchange
Act; and (ii) is not deemed to be a "covered employee" as defined
under Section 162(m) of the Code and related regulations.  To the extent that
the Administrator has delegated authority to grant awards pursuant to this
Section 2(c) to one or more officers of the Corporation, references to the Administrator
shall include references to such officer or officers, subject, however, to the
requirements of the Plan, Rule 16b-3, Section 162(m) of the Code and other
applicable laws, rules and regulations.


3.                 
Effective Date


The effective date of the Plan shall be July
22, 2003 (the "Effective Date").  Awards may be granted under
the Plan on and after the Effective Date, but no awards will be granted after
July 21, 2013.  Awards which are outstanding on July 21, 2013 (or such earlier
termination date as may be established by the Board pursuant to Section 16(a)
herein) shall continue in accordance with their terms, unless otherwise
provided in the Plan or an award agreement.


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4.                 
Shares of Stock Subject to the Plan; Award Limitations


(a)               
Shares Available for Awards: Subject to adjustments as provided
in this Section 4(c), the aggregate number of shares of Common Stock that may
be issued pursuant to awards granted under the Plan shall not exceed the sum of
(i) 9,250,000 shares, plus (ii) any shares of Common Stock (A) remaining
available for issuance as of the Effective Date of the Plan under the
Corporation’s 1999 Stock Incentive Plan, Key Employees’ 1997 Stock Option Plan,
1992 Stock Option Plan and any other stock incentive plans maintained by the
Corporation (collectively, the "Prior Plans"), and/or (B)
subject to an award granted under a Prior Plan, which award is forfeited,
cancelled, terminated, expires or lapses for any reason.  Shares delivered
under the Plan shall be authorized but unissued shares or shares purchased on
the open market or by private purchase.  The Corporation hereby reserves
sufficient authorized shares of Common Stock to meet the grant of awards
hereunder.  Notwithstanding any provision herein to the contrary, the following
limitations shall apply to awards granted under the Plan, in each case subject
to adjustment pursuant to Section 4(c):


(i)           
The maximum number of shares of Common Stock that may be issued under
the Plan pursuant to the grant of incentive stock options shall not exceed
9,250,000 shares; and


(ii)         
No participant may be granted awards in any 12-month period for more
than 800,000 shares of Common Stock (or the equivalent value thereof based on
the fair market value per share of the Common Stock on the date of grant of an
award).


(b)              
Shares not subject to limitations: The following will not be
applied to the share limitations of Section 4(a) above: (i) dividends,
including dividends paid in shares, or dividend equivalents paid in cash in
connection with outstanding awards, (ii) awards which by their terms are
settled in cash, (iii) shares and any awards that are granted through the
assumption of, or in substitution for, outstanding awards previously granted as
the result of a merger, consolidation, or acquisition of the employing company
(or an affiliate) pursuant to which it is merged with the Corporation or
becomes a related entity of the Corporation, (iv) any shares subject to an
award under the Plan which award is forfeited, cancelled, terminated, expires
or lapses for any reason, and (v) any shares surrendered by a participant or
withheld by the Corporation to pay the option price for an option or used to
satisfy any tax withholding requirement in connection with the exercise,
vesting or earning of an award if, in accordance with the terms of the Plan, a
participant pays such option price or satisfies such tax withholding by either
tendering previously owned shares or having the Corporation withhold shares.


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(c)               
Adjustments: If there is any change in the outstanding shares of
Common Stock because of a merger, consolidation or reorganization involving the
Corporation or a related entity, or if the Board of Directors of the
Corporation declares a stock dividend, stock split distributable in shares of
Common Stock, reverse stock split, combination or reclassification of the
Common Stock, or if there is a similar change in the capital stock structure of
the Corporation or a related entity affecting the Common Stock, the number of
shares of Common Stock reserved for issuance under the Plan shall be
correspondingly adjusted, and the Administrator shall make such adjustments to
awards and to any provisions of this Plan as the Administrator deems equitable
to prevent dilution or enlargement of awards or as may be otherwise advisable.


5.                 
Eligibility


An award may be granted only to an individual
who satisfies the following eligibility requirements on the date the award is
granted:


(a)               
The individual is either (i) an employee of the Corporation or a related
entity, (ii) a director of the Corporation or a related entity, or (iii) an
independent contractor, consultant or advisor (collectively, "independent
contractors") providing services to the Corporation or a related
entity.  For this purpose, an individual shall be considered to be an "employee"
only if there exists between the individual and the Corporation or a related
entity the legal and bona fide relationship of employer and employee.


(b)              
With respect to the grant of incentive options, the individual does not
own, immediately before the time that the incentive option is granted, stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Corporation or a related corporation.  Notwithstanding the
foregoing, an individual who owns more than 10% of the total combined voting
power of the Corporation or a related corporation may be granted an incentive
option if the option price is at least 110% of the fair market value of the
Common Stock (as defined in Section 6(c)(ii) herein), and the option period (as
defined in Section 6(d)(i) herein) does not exceed five years.  For this
purpose, an individual will be deemed to own stock which is attributable to him
under Section 424(d) of the Code.


(c)               
With respect to the grant of substitute awards or assumption of awards
in connection with a merger, consolidation, acquisition, reorganization or
similar business combination involving the Corporation or a related entity, the
recipient is otherwise eligible to receive the award and the terms of the award
are consistent with the Plan and applicable laws, rules and regulations
(including, to the extent necessary, the federal securities laws registration
provisions and Section 424(a) of the Code).


(d)              
The individual, being otherwise eligible under this Section 5, is
selected by the Administrator as an individual to whom an award shall be
granted (a "participant").


6.                 
Options


(a)               
Grant of Options:  Subject to the limitations of the Plan, the
Administrator may in its sole and absolute discretion grant options to such
eligible individuals in such numbers, subject to such terms and conditions, and
at such times as the Administrator shall determine. Both incentive options and
nonqualified options may be granted under the Plan, as determined by the
Administrator; provided, however, that incentive options may only be granted to
employees of the Corporation or a related corporation.  To the extent that an
option is designated as an incentive option but does not qualify as such under
Section 422 of the Code, the option (or portion thereof) shall be treated as a
nonqualified option.


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(b)              
Option Price:  The price per share at which an option may be
exercised (the "option price") shall be established by the
Administrator and stated in the award agreement evidencing the grant of the
option; provided, that (i) the option price of an option shall be no less than
the fair market value per share of the Common Stock, as determined in
accordance with Section 6(c)(ii) on the date the option is granted (or 110% of
the fair market value with respect to incentive options granted to an employee
who owns stock possessing more than 10% of the total voting power of all
classes of stock of the Corporation or a related corporation, as provided in
Section 5(b) herein); and (ii) in no event shall the option price per share of
any option be less than the par value per share, if any, of the Common Stock.


(c)               
Date of Grant; Fair Market Value


(i)           
An incentive option shall be considered to be granted on the date that
the Administrator acts to grant the option, or on any later date specified by
the Administrator as the effective date of the option.  A nonqualified option
shall be considered to be granted on the date the Administrator acts to grant
the option or any other date specified by the Administrator as the date of
grant of the option.


(ii)         
For the purposes of the Plan, the fair market value per share of the
Common Stock shall be established in good faith by the Administrator and,
except as may otherwise be determined by the Administrator, the fair market
value shall be determined in accordance with the following provisions: (A) if the
shares of Common Stock are listed for trading on the New York Stock Exchange or
the American Stock Exchange, the fair market value shall be the closing sales
price per share of the shares on the New York Stock Exchange or the American
Stock Exchange (as applicable) on the date immediately preceding the date the
option is granted or other determination is made (each, a "valuation
date"), or, if there is no transaction on such date, then on the
trading date nearest preceding the valuation date for which closing price
information is available, and, provided further, if the shares are quoted on
the Nasdaq National Market or the Nasdaq SmallCap Market of the Nasdaq Stock
Market but are not listed for trading on the New York Stock Exchange or the
American Stock Exchange, the fair market value shall be the closing sales price
for such stock (or the closing bid, if no sales were reported) as quoted on
such system on the date immediately or nearest preceding the valuation date for
which such information is available; or (B) if the shares of Common Stock are
not listed or reported in any of the foregoing, then the fair market value
shall be determined by the Administrator in accordance with the applicable
provisions of Section 20.2031-2 of the Federal Estate Tax Regulations, or in
any other manner consistent with the Code and accompanying regulations.


(iii)        
In no event shall there first become exercisable by an employee in any
one calendar year incentive options granted by the Corporation or any related
corporation with respect to shares having an aggregate fair market value
(determined at the time an incentive option is granted) greater than $100,000.


(d)              
Option Period and Limitations on the Right to Exercise Options


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(i)           
The term of an option (the "option period") shall be
determined by the Administrator at the time the option is granted and shall be
stated in the individual award agreement. With respect to incentive options,
the option period shall not extend more than 10 years from the date on which
the option is granted (or five years with respect to incentive options granted
to an employee who owns stock possessing more than 10% of the total combined
voting power of all classes of stock of the Corporation or a related
corporation, as provided in Section 5(b) herein).  Any option or portion
thereof not exercised before expiration of the option period shall terminate. 
The period or periods during which, and conditions pursuant to which, an option
may become exercisable shall be determined by the Administrator in its
discretion, subject to the terms of the Plan.


(ii)         
An option may be exercised by giving written notice to the Corporation
in form acceptable to the Administrator at such place and subject to such
conditions as may be established by the Administrator or its designee.  Such
notice shall specify the number of shares to be purchased pursuant to an option
and the aggregate purchase price to be paid therefor and shall be accompanied
by payment of such purchase price.  Unless an individual award agreement
provides otherwise, such payment shall be in the form of cash or cash
equivalent; provided that, where permitted by the Administrator and applicable
laws, rules and regulations (including but not limited to Section 402 of the
Sarbanes-Oxley Act of 2002), payment may also be made:


(A)             
By delivery (by either actual delivery or attestation) of shares of
Common Stock owned by the participant at the time of exercise for a period of
at least six months and otherwise acceptable to the Administrator;


(B)             
By shares of Common Stock withheld upon exercise;


(C)             
By delivery of written notice of exercise to the Corporation and
delivery to a broker of written notice of exercise and irrevocable instructions
to promptly deliver to the Corporation the amount of sale or loan proceeds to
pay the option price;


(D)             
By such other payment methods as may be approved by the Administrator
and which are acceptable under applicable law; or


(E)              
By any combination of the foregoing methods.


Shares tendered or withheld in payment on the exercise of an
option shall be valued at their fair market value on the date of exercise, as
determined by the Administrator by applying the provisions of Section 6(c)(ii).


(iii)        
Unless the Administrator determines otherwise, no option granted to a
participant who was an employee at the time of grant shall be exercised unless
the participant is, at the time of exercise, an employee as described in
Section 5(a), and has been an employee continuously since the date the option
was granted, subject to the following:


(A)             
An option shall not be affected by any change in the terms, conditions
or status of the participant’s employment, provided that the participant
continues to be an employee of the Corporation or a related entity.


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(B)             
The employment relationship of a participant shall be treated as
continuing intact for any period that the participant is on military or sick
leave or other bona fide leave of absence, provided that the period of such
leave does not exceed 90 days, or, if longer, as long as the participant’s
right to reemployment is guaranteed either by statute or by contract.  The
employment relationship of a participant shall also be treated as continuing
intact while the participant is not in active service because of disability. 
The Administrator shall have sole authority to determine whether a participant
is disabled and, if applicable, the date of a participant’s termination of
employment or service for any reason (the "termination date").


(C)             
Unless the Administrator determines otherwise, if the employment of a
participant is terminated because of disability or death, the option may be
exercised only to the extent exercisable on the participant’s termination date,
except that the Administrator may in its discretion accelerate the date for
exercising all or any part of the option which was not otherwise exercisable on
the termination date.  The option must be exercised, if at all, prior to the
first to occur of the following, whichever shall be applicable:  (X) the close
of the period of 12 months next succeeding the termination date (or such other
period stated in the applicable award agreement); or (Y) the close of the
option period.  In the event of the participant’s death, such option shall be
exercisable by such person or persons as shall have acquired the right to
exercise the option by will or by the laws of intestate succession.


(D)             
Unless the Administrator determines otherwise, if the employment of the
participant is terminated for any reason other than disability, death or for "cause,"
his option may be exercised to the extent exercisable on his termination date,
except that the Administrator may in its discretion accelerate the date for
exercising all or any part of the option which was not otherwise exercisable on
the termination date.  The option must be exercised, if at all, prior to the
first to occur of the following, whichever shall be applicable:  (X) the
close of the period of 90 days next succeeding the termination date (or such
other period stated in the applicable award agreement); or (Y) the close of the
option period.  If the participant dies following such termination of
employment and prior to the earlier of the dates specified in (X) or (Y) of
this subparagraph (D), the participant shall be treated as having died while
employed under subparagraph (C) immediately preceding (treating for this
purpose the participant's date of termination of employment as the termination
date).  In the event of the participant’s death, such option shall be
exercisable by such person or persons as shall have acquired the right to
exercise the option by will or by the laws of intestate succession.


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(E)              
Unless the Administrator determines otherwise, if the employment of the
participant is terminated for "cause," his option shall lapse
and no longer be exercisable as of his termination date, as determined by the
Administrator.  For purposes of the Plan, unless the Administrator determines
otherwise, a participant’s termination shall be for "cause" if such
termination results from the participant’s (X) termination for "cause"
under the participant’s employment, consulting or other agreement with the
Corporation or a related entity, if any, or (Y) if the participant has not
entered into any such employment, consulting or other agreement, then the
participant’s termination shall be for "cause" if termination results
due to the participant’s (i) dishonesty; (ii) refusal to perform his duties for
the Corporation; or (iii) engaging in conduct that could be materially damaging
to the Corporation without a reasonable good faith belief that such conduct was
in the best interest of the Corporation.  The determination of "cause"
shall be made by the Administrator and its determination shall be final and
conclusive.


(F)              
Notwithstanding the foregoing, the Administrator may, in its discretion,
accelerate the date for exercising all or any part of an option which was not
otherwise exercisable on the termination date, extend the period during which
an option may be exercised, modify the terms and conditions to exercise, or any
combination of the foregoing.


(iv)       
Unless the Administrator determines otherwise, an option granted to a
participant who was a non-employee director of the Corporation or a related
entity at the time of grant may be exercised only to the extent exercisable on
the date of the participant’s termination of service to the Corporation or a related
entity (unless the termination was for cause), and must be exercised, if at
all, prior to the first to occur of the following, as applicable: (X) the close
of the period of 24 months next succeeding the termination date (or such other
period stated in the applicable award agreement); or (Y) the close of the
option period.  If the services of such a participant are terminated for cause
(as defined in Section 6(a)(iii)(E) herein), his option shall lapse and no
longer be exercisable as of his termination date, as determined by the
Administrator.  Notwithstanding the foregoing, the Administrator may in its
discretion accelerate the date for exercising all or any part of an option
which was not otherwise exercisable on the termination date, extend the period
during which an option may be exercised, modify the other terms and conditions
to exercise, or any combination of the foregoing.


(v)         
Unless the Administrator determines otherwise, an option granted to a
participant who was an independent contractor of the Corporation or a related
entity at the time of grant (and who does not thereafter become an employee, in
which case he shall be subject to the provisions of Section 6(d)(iii) herein)
may be exercised only to the extent exercisable on the date of the participant’s
termination of service to the Corporation or a related entity (unless the
termination was for cause), and must be exercised, if at all, prior to the
first to occur of the following, as applicable: (X) the close of the period of
90 days next succeeding the termination date (or such other period stated in
the applicable award agreement); or (Y) the close of the option period.  If the
services of such a participant are terminated for cause (as defined in Section
6(d)(iii)(E) herein), his option shall lapse and no longer be exercisable as of
his termination date, as determined by the Administrator.  Notwithstanding the
foregoing, the Administrator may in its discretion accelerate the date for
exercising all or any part of an option which was not otherwise exercisable on
the termination date, extend the period during which an option may be
exercised, modify the other terms and conditions to exercise, or any
combination of the foregoing.


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(vi)       
A participant or his legal representative, legatees or distributees
shall not be deemed to be the holder of any shares subject to an option and
shall not have any rights of a shareholder unless and until certificates for
such shares have been issued and delivered to him or them under the Plan.  A
certificate or certificates for shares of Common Stock acquired upon exercise
of an option shall be issued in the name of the participant (or his
beneficiary) and distributed to the participant (or his beneficiary) as soon as
practicable following receipt of notice of exercise and payment of the purchase
price (except as may otherwise be determined by the Corporation in the event of
payment of the option price pursuant to Section 6(d)(ii)(C) herein).


(vii)      
If shares of Common Stock acquired upon exercise of an incentive option
are disposed of within two years following the date of grant or one year
following the transfer of such shares to a participant upon exercise, the
participant shall, promptly following such disposition, notify the Corporation
in writing of the date and terms of such disposition and provide such other
information regarding the disposition as the Administrator may reasonably
require.


(e)               
Nontransferability of Options: Incentive options shall not be
transferable (including by sale, assignment, pledge or hypothecation) other
than by will or the laws of intestate succession.  Nonqualified options shall
not be transferable (including by sale, assignment, pledge or hypothecation)
other than by will or the laws of intestate succession, except as may be
permitted by the Administrator in a manner consistent with the registration
provisions of the Securities Act of 1933, as amended (the "Securities
Act").  Except as may be permitted by the preceding sentence, an
option shall be exercisable during the participant’s lifetime only by him or by
his guardian or legal representative.  The designation of a beneficiary does
not constitute a transfer.


7.                 
Stock Appreciation Rights


(a)               
Grant of SARs:  Subject to the limitations of the Plan, the
Administrator may in its sole and absolute discretion grant SARs to such
eligible individuals, in such numbers, upon such terms and at such times as the
Administrator shall determine. SARs may be granted to the holder of an option
(hereinafter called a "related option") with respect to all or
a portion of the shares of Common Stock subject to the related option (a "tandem
SAR") or may be granted separately to an eligible individual (a "freestanding
SAR").  Subject to the limitations of the Plan, upon the exercise of
an SAR, a participant shall be entitled to receive from the Corporation, for
each share of Common Stock with respect to which the SAR is being exercised,
consideration equal in value to the excess of the fair market value of a share
of Common Stock on the date of exercise over the base price per share of such
SAR.  The base price per share of an SAR shall be no less than the fair market
value per share of the Common Stock (as determined in accordance with Section
6(c)(ii)) on the date the SAR is granted.


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(b)              
Tandem SARs:  A tandem SAR may be granted either concurrently
with the grant of the related option or (if the related option is a
nonqualified option) at any time thereafter prior to the complete exercise,
termination, expiration or cancellation of such related option. Tandem SARs
shall be exercisable only at the time and to the extent that the related option
is exercisable (and may be subject to such additional limitations on
exercisability as the Administrator may provide in the agreement), and in no
event after the complete termination or full exercise of the related option.
For purposes of determining the number of shares of Common Stock that remain
subject to such related option and for purposes of determining the number of
shares of Common Stock in respect of which other awards may be granted, a
related option shall be considered to have been surrendered upon the exercise
of a tandem SAR to the extent of the number of shares of Common Stock with
respect to which such tandem SAR is exercised. Upon the exercise or termination
of a related option, the tandem SARs with respect thereto shall be canceled
automatically to the extent of the number of shares of Common Stock with
respect to which the related option was so exercised or terminated.


(c)               
Freestanding SARs:  An SAR may be granted without relationship to
an option (as defined above, a "freestanding SAR") and, in such case,
will be exercisable upon such terms and subject to such conditions as may be
determined by the Administrator, subject to the terms of the Plan.


(d)              
Exercise of SARs:


(i)           
Subject to the terms of the Plan, SARs shall be exercisable in whole or
in part upon such terms and conditions as may be established by the
Administrator and stated in the applicable award agreement.  The period during
which an SAR may be exercisable shall not exceed 10 years from the date of
grant or, in the case of tandem SARs, such shorter option period as may apply
to the related option. Any SAR or portion thereof not exercised before
expiration of the exercise period established by the Administrator shall
terminate.


(ii)         
SARs may be exercised by giving written notice to the Corporation in
form acceptable to the Administrator at such place and subject to such terms
and conditions as may be established by the Administrator or its designee.  The
date of exercise of an SAR shall mean the date on which the Corporation shall
have received proper notice from the participant of the exercise of such SAR.


(iii)        
Each participant’s award agreement shall set forth the extent to which
the participant shall have the right to exercise an SAR following termination
of the participant’s employment or service with the Corporation.  Such
provisions shall be determined in the sole discretion of the Administrator,
shall be included in the award agreement entered into with a participant, need
not be uniform among all SARs issued pursuant to this Section 7, and may
reflect distinctions based on the reasons for termination of employment. 
Notwithstanding the foregoing, unless the Administrator determines otherwise,
no SAR may be exercised unless the participant is, at the time of exercise, an
eligible participant, as described in Section 5, and has been a participant
continuously since the date the SAR was granted, subject to the provisions of
Sections 6(d)(iii), (iv) and (v) herein.


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(e)               
Consideration:  The consideration to be received upon the
exercise of the SAR by the participant shall be paid in cash, shares of Common
Stock (valued at fair market value on the date of exercise of such SAR in
accordance with Section 6(c)(ii) herein) or a combination of cash and shares of
Common Stock, as elected by the Administrator.  The Corporation’s obligation
arising upon the exercise of the SAR may be paid currently or on a deferred
basis with such interest or earnings equivalent, if any, as the Administrator
may determine. A certificate or certificates for shares of Common Stock
acquired upon exercise of an SAR for shares shall be issued in the name of the
participant (or his beneficiary) and distributed to the participant (or his
beneficiary) as soon as practicable following receipt of notice of exercise. A
participant or his legal representative, legatees or distributees shall not be
deemed to be the holder of any shares subject to an SAR and shall not have any
rights as a shareholder unless and until certificates for such shares have been
issued and delivered to him or them under the Plan.  No fractional shares of
Common Stock will be issuable upon exercise of the SAR and, unless otherwise
provided in the applicable award agreement, the participant will receive cash
in lieu of fractional shares.


(f)                
Limitations:  The applicable award agreement shall contain such
terms, conditions and limitations consistent with the Plan as may be specified
by the Administrator. Unless otherwise provided in the applicable award
agreement or the Plan, any such terms, conditions or limitations relating to a
tandem SAR shall not restrict the exercisability of the related option.


(g)               
Nontransferability: Unless the Administrator determines
otherwise, SARs shall not be transferable (including by sale, assignment,
pledge or hypothecation) other than by will or the laws of intestate
succession, and SARs may be exercised during the participant’s lifetime only by
him or by his guardian or legal representative.  The designation of a
beneficiary does not constitute a transfer.


8.                 
Restricted Awards


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(a)               
Grant of Restricted Awards:  Subject to the limitations of the
Plan, the Administrator may in its sole and absolute discretion grant
restricted awards to such individuals in such numbers, upon such terms and at
such times as the Administrator shall determine.  Such restricted awards may be
in the form of restricted stock awards and/or restricted stock units that are
subject to certain conditions, which conditions must be met in order for the
restricted award to vest and be earned (in whole or in part) and no longer
subject to forfeiture.  Restricted awards shall be payable in cash or whole
shares of Common Stock (including restricted stock), or partly in cash and
partly in whole shares of Common Stock, in accordance with the terms of the Plan
and the sole and absolute discretion of the Administrator.  The Administrator
shall determine the nature, length and starting date of the period, if any,
during which a restricted award may be earned (the "restriction period"),
and shall determine the conditions which must be met in order for a restricted
award to be granted or to vest or be earned (in whole or in part), which
conditions may include, but are not limited to, attainment of performance
objectives, continued service or employment for a certain period of time (or a
combination of attainment of performance objectives and continued service),
retirement, displacement, disability, death, or any combination of such
conditions.  In the case of restricted awards based upon performance criteria,
or a combination of performance criteria and continued service, the
Administrator shall determine the performance objectives to be used in valuing
restricted awards, which performance objectives may vary from participant to
participant and between groups of participants and shall be based upon such
corporate, business unit or division and/or individual performance factors and
criteria as the Administrator in its sole discretion may deem appropriate;
provided, however, that, with respect to restricted awards payable to covered
employees which are intended to be eligible for the compensation deduction
limitation exception available under Section 162(m) of the Code and related
regulations, such performance factors shall be limited to one or more of the
following (as determined by the Administrator in its discretion): sales goals,
earnings per share, return on equity, return on assets and total return to
shareholders. The Administrator shall have sole authority to determine whether
and to what degree restricted awards have vested and been earned and are
payable and to establish and interpret the terms and conditions of restricted
awards and the provisions herein.  The Administrator shall also determine the
form and terms of payment of restricted awards.  The Administrator, in its sole
and absolute discretion, may accelerate the date that any restricted award
granted to the participant shall be deemed to be vested or earned in whole or
in part, without any obligation to accelerate such date with respect to other
restricted awards granted to any participant.


(b)              
Forfeiture of Restricted Awards: Unless the Administrator
determines otherwise, if the employment or service of a participant shall be
terminated for any reason and all or any part of a restricted award has not
vested or been earned pursuant to the terms of the Plan and the individual
award agreement, such award, to the extent not then vested or earned, shall be
forfeited immediately upon such termination and the participant shall have no
further rights with respect thereto.


(c)               
Dividend and Voting Rights; Share Certificates: The Administrator
shall have sole discretion to determine whether a participant shall have
dividend rights, voting rights or other rights as a shareholder with respect to
shares subject to a restricted award which has not yet vested or been earned. 
Unless the Administrator determines otherwise, a certificate or certificates
for shares of Common Stock subject to a restricted award shall be issued in the
name of the participant (or his beneficiary) and distributed to the participant
(or his beneficiary) as soon as practicable after the shares subject to the
award (or portion thereof) have vested and been earned.  Notwithstanding the
foregoing, the Administrator shall have the right to retain custody of certificates
evidencing the shares subject to a restricted award and to require the
participant to deliver to the Corporation a stock power, endorsed in blank,
with respect to such award, until such time as the restricted award vests (or
is forfeited).


(d)              
Nontransferability: Unless the Administrator determines
otherwise, restricted awards that have not vested shall not be transferable
(including by sale, assignment, pledge or hypothecation) other than by will or
the laws of intestate succession, and the recipient of a restricted award shall
not sell, transfer, assign, pledge or otherwise encumber shares subject to the
award until the restriction period has expired and until all conditions to
vesting have been met.


9.                 
Performance Awards


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(a)               
Grant of Performance Awards:  Subject to the terms of the Plan,
performance awards may be granted to participants upon such terms and
conditions and at such times as shall be determined by the Administrator.  Such
performance awards may be in the form of performance shares and/or performance
units.  An award of a performance share is a grant of a right to receive shares
of Common Stock or the cash value thereof (or a combination thereof) which is
contingent upon the achievement of performance or other objectives during a
specified period and which has a value on the date of grant equal to the fair
market value (as determined in accordance with Section 6(c)(iii) herein) of a
share of Common Stock.  An award of a performance unit is a grant of a right to
receive shares of Common Stock or a designated dollar value amount of Common
Stock which is contingent upon the achievement of performance or other
objectives during a specified period, and which has an initial value
established by the Administrator at the time of grant.  Subject to Section 4(a),
above, the Administrator shall have complete discretion in determining the
number of performance units and/or performance shares granted to any
participant. The Administrator shall determine the nature, length and starting
date of the period during which a performance award may be earned (the "performance
period"), and shall determine the conditions which must be met in
order for a performance award to be granted or to vest or be earned (in whole
or in part), which conditions may include but are not limited to specified
performance objectives, continued service or employment for a certain period of
time, or a combination of such conditions.  The Administrator shall determine
the performance objectives to be used in valuing performance awards, which performance
objectives may vary from participant to participant and between groups of
participants and shall be based on such corporate, business unit or division
and/or individual performance factors and criteria as the Administrator in its
sole discretion may deem appropriate; provided, however, that, with respect to
performance awards payable to covered employees which are intended to be
eligible for the compensation deduction limitation exception available under
Section 162(m) of the Code and related regulations, such performance factors
shall be limited to one or more of the following (as determined by the
Administrator in its discretion): sales goals, earnings per share, return on
equity, return on assets and total return to shareholders.  The Administrator
shall have sole authority to determine whether and to what degree performance
awards have been earned and are payable and to interpret the terms and
conditions of performance awards and the provisions herein.  The Administrator
also shall determine the form and terms of payment of performance awards.  The
Administrator, in its sole and absolute discretion, may accelerate the date
that any performance award granted to a participant shall be deemed to be
earned in whole or in part, without any obligation to accelerate such date with
respect to other awards granted to any participant.


(b)              
Form of Payment: Payment of the amount to which a participant
shall be entitled upon earning a performance award shall be made in cash,
shares of Common Stock, or a combination of cash and shares of Common Stock, as
determined by the Administrator in its sole discretion.  Payment may be made in
a lump sum or in installments upon such terms as may be established by the
Administrator.


(c)               
Forfeiture of Performance Awards: Unless the Administrator
determines otherwise, if the employment or service of a participant shall
terminate for any reason and the participant has not earned all or part of a
performance award pursuant to the terms of the Plan and individual award
agreement, such award, to the extent not then earned, shall be forfeited
immediately upon such termination and the participant shall have no further
rights with respect thereto.


13










 






 


 


 


 


(d)              
Dividend and Voting Rights; Share Certificates: The Administrator
shall have sole discretion to determine whether a participant shall have
dividend rights, voting rights, or other rights as a shareholder with respect
to shares, if any, which are subject to a performance award prior to the time
the performance award has been earned.  Unless the Administrator determines
otherwise, a certificate or certificates for shares of Common Stock, if any,
subject to a performance award shall be issued in the name of the participant
(or his beneficiary) and distributed to the participant (or his beneficiary) as
soon as practicable after the award has been earned.  Notwithstanding the
foregoing, the Administrator shall have the right to retain custody of
certificates evidencing the shares subject to a performance award and the right
to require the participant to deliver to the Corporation a stock power,
endorsed in blank, with respect to such award, until such time as the award is
earned (or forfeited).


(e)               
Nontransferability: Unless the Administrator determines
otherwise, performance awards which have not been earned shall not be
transferable (including by sale, assignment, pledge or hypothecation) other
than by will or the laws of intestate succession, and the recipient of a
performance award shall not sell, transfer, assign, pledge or otherwise
encumber any shares subject to the award until the performance period has
expired and until the conditions to earning the award have been met.


10.             
Withholding


The Corporation shall withhold all required
local, state, federal, foreign and other taxes from any amount payable in cash
with respect to an award.  Prior to the delivery or transfer of any certificate
for shares or any other benefit conferred under the Plan, the Corporation shall
require any recipient of an award to pay to the Corporation in cash the amount
of any tax or other amount required by any governmental authority to be
withheld and paid over by the Corporation to such authority for the account of
such recipient. Notwithstanding the foregoing, the Administrator may establish
procedures to permit a recipient to satisfy such obligation in whole or in
part, and any local, state, federal, foreign or other income tax obligations
relating to such an award, by electing (the "election") to
have the Corporation withhold shares of Common Stock from the shares to which
the recipient is entitled. The number of shares to be withheld shall have a
fair market value as of the date that the amount of tax to be withheld is
determined as nearly equal as possible to (but not exceeding) the amount of
such obligations being satisfied. Each election must be made in writing to the
Administrator in accordance with election procedures established by the
Administrator.


11.             
Dividends and Dividend Equivalents


The Administrator may, in its sole discretion,
provide that the awards granted under the Plan earn dividends or dividend
equivalents.  Such dividends or dividend equivalents may be paid currently or
may be credited to a participant’s account.  Any crediting of dividends or
dividend equivalents may be subject to such restrictions and conditions as the Administrator
may establish, including reinvestment in additional shares of Common Stock or
share equivalents.


12.             
Section 16(b) Compliance


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To the extent that any participants 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 Plan shall comply with Rule
16b-3 under the Exchange Act and that the Plan shall be construed in favor of
the Plan transactions meeting the requirements of Rule 16b-3 or any successor
rules thereto.  Notwithstanding anything in the Plan to the contrary, the
Administrator, in its sole and absolute discretion, may bifurcate the Plan so
as to restrict, limit or condition the use of any provision of the Plan to
participants who are officers or directors subject to Section 16 of the
Exchange Act without so restricting, limiting or conditioning the Plan with
respect to other participants.


13.             
Code Section 162(m) Performance-Based Compensation


To the extent to which Section 162(m) of the
Code is applicable, the Corporation intends that compensation paid under the
Plan to covered employees (as such term is defined in Section 162(m) and
related regulations) will, to the extent practicable, constitute qualified "performance-based
compensation" within the meaning of Section 162(m) and related
regulations, unless otherwise determined by the Administrator.  Accordingly,
the provisions of the Plan shall be administered and interpreted in a manner
consistent with Section 162(m) and related regulations to the extent
practicable to do so.


14.             
No Right or Obligation of Continued Employment or Service


Nothing in the Plan shall confer upon the
participant any right to continue in the service of the Corporation or a
related entity as an employee, director or independent contractor or to interfere
in any way with the right of the Corporation or a related entity to terminate
the participant’s employment or service at any time.  Except as otherwise
provided in the Plan or an award agreement, awards granted under the Plan to
employees of the Corporation or a related entity shall not be affected by any
change in the duties or position of the participant, as long as such individual
remains an employee of, or in service to, the Corporation or a related entity.


15.             
Unfunded Plan; Retirement Plans


(a)               
Neither a participant nor any other person shall, by reason of the Plan,
acquire any right in or title to any assets, funds or property of the
Corporation or any related entity, including, without limitation, any specific
funds, assets or other property which the Corporation or any related entity, in
their 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
amounts, if any, payable under the Plan, unsecured by any assets of the
Corporation or any related entity.  Nothing contained in the Plan shall
constitute a guarantee that the assets of such corporations shall be sufficient
to pay any benefits to any person.


(b)              
The amount of any compensation deemed to be received by a participant
pursuant to an award shall not constitute compensation with respect to which
any other employee benefits of such participant are determined, including,
without limitation, benefits under any bonus, pension, profit sharing, life
insurance or salary continuation plan, except as otherwise specifically
provided by the terms of such plan or as may be determined by the
Administrator.


(c)               
The adoption of the Plan shall not affect any other stock incentive or
other compensation plans in effect for the Corporation or any related entity,
nor shall the Plan preclude the Corporation from establishing any other forms
of stock incentive or other compensation for employees or service providers of
the Corporation or any related entity.


15










 






 


 


 


 


16.             
Amendment and Termination of the Plan


(a)               
General: The Plan and any award granted under the Plan may be
amended or terminated at any time by the Board of Directors of the Corporation;
provided, that (i) approval of an amendment to the Plan by the shareholders of
the Corporation shall be required to the extent, if any, that shareholder
approval of such amendment is required by applicable law, rule or regulation;
and (ii) amendment or termination of an award shall not, without the consent of
a recipient of an award, materially adversely affect the rights of the
recipient with respect to an outstanding award.  Notwithstanding clause (i) of
the preceding sentence, except for adjustments made pursuant to Section 4(c),
the option price for any outstanding option or base price of any outstanding SAR
granted under the Plan may not be decreased after the date of grant, nor may
any outstanding option or SAR granted under the Plan be surrendered to the
Corporation as consideration for the grant of a new option or SAR with a lower
exercise or base price than the original option or SAR, as the case may be,
without shareholder approval of any such action.


(b)              
Adjustment of Awards upon the Occurrence of Certain Unusual or
Nonrecurring Events: The Administrator shall have authority to make
adjustments to the terms and conditions of awards in recognition of unusual or
nonrecurring events affecting the Corporation or any related entity, or the
financial statements of the Corporation or any related entity, or of changes in
applicable laws, regulations or accounting principles, if the Administrator
determines that such adjustments are appropriate in order to prevent dilution
or enlargement of the benefits or potential benefits intended to be made
available under the Plan or necessary or appropriate to comply with applicable
laws, rules or regulations.


(c)               
Cash Settlement: Notwithstanding any provision of the Plan, an
award or an award agreement to the contrary, the Administrator may cause any
award granted under the Plan to be canceled in consideration of an alternative
award or cash payment of an equivalent cash value, as determined by the
Administrator, made to the holder of such canceled award.


17.             
Restrictions on Awards and Shares


The Corporation may impose such restrictions on
awards and shares representing awards hereunder as it may deem advisable,
including without limitation restrictions under the federal securities laws,
the requirements of any stock exchange or similar organization and any blue sky
or state securities laws applicable to such securities.  Notwithstanding any
other Plan provision to the contrary, the Corporation shall not be obligated to
issue, deliver or transfer shares of Common Stock under the Plan, make any
other distribution of benefits under the Plan, or take any other action, unless
such delivery, distribution or action is in compliance with all applicable
laws, rules and regulations (including but not limited to the requirements of
the Securities Act).  The Corporation may cause a restrictive legend to be
placed on any certificate issued pursuant to an award hereunder in such form as
may be prescribed from time to time by applicable laws and regulations or as
may be advised by legal counsel.


16










 






 


 


 


 


18.             
Change of Control


(a)               
Notwithstanding any other provision of the Plan to the contrary, and
unless an individual award agreement provides otherwise, in the event of a
change of control (as defined in Section 18(c) herein):


(i)           
All options and SARs outstanding as of the date of such change of
control shall become fully exercisable, whether or not then otherwise
exercisable.


(ii)         
Any restrictions including but not limited to the restriction period,
performance period and/or performance criteria applicable to any restricted
award and any performance award shall be deemed to have been met, and such
awards shall become fully vested, earned and payable to the fullest extent of
the original grant of the applicable award.


(b)              
Notwithstanding the foregoing, in the event of a merger, share exchange,
reorganization or other business combination affecting the Corporation or a
related entity, the Administrator may, in its sole and absolute discretion,
determine that any or all awards granted pursuant to the Plan shall not vest or
become exercisable on an accelerated basis, if the Corporation or the surviving
or acquiring corporation, as the case may be, shall have taken such action,
including but not limited to the assumption of awards granted under the Plan or
the grant of substitute awards (in either case, with substantially similar
terms or equivalent economic benefits as awards granted under the Plan), as in
the opinion of the Administrator is equitable or appropriate to protect the
rights and interests of participants under the Plan. For the purposes herein,
if the Committee is acting as the Administrator authorized to make the
determinations provided for in this Section 18(b), the Committee shall be
appointed by the Board of Directors, two-thirds of the members of which shall
have been directors of the Corporation prior to the merger, share exchange,
reorganization or other business combinations affecting the Corporation or a
related entity.


(c)               
For the purposes herein, a "change of control" shall be
deemed to have occurred on the earliest of the following dates:


(i)           
The date any entity or person shall have become the beneficial owner of,
or shall have obtained voting control over, fifty-one percent (51%) or more of
the outstanding Common Stock of the Corporation;


(ii)         
The date the shareholders of the Corporation approve a definitive
agreement (A) to merge or consolidate the Corporation with or into another corporation
or other business entity (each, a "corporation"), in which the
Corporation is not the continuing or surviving corporation or pursuant to which
any shares of Common Stock of the Corporation would be converted into cash,
securities or other property of another corporation, other than a merger or
consolidation of the Corporation in which holders of Common Stock immediately
prior to the merger or consolidation have the same proportionate ownership of
Common Stock of the surviving corporation immediately after the merger as
immediately before, or (B) to sell or otherwise dispose of all or substantially
all the assets of the Corporation; or


17










 






 


 


 


 


(iii)        
The date there shall have been a change in a majority of the Board of
Directors of the Corporation within a 12-month period unless the nomination for
election by the Corporation’s shareholders of each new director was approved by
the vote of two-thirds of the directors then still in office who 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, a subsidiary of the
Corporation or any employee benefit plan(s) sponsored or maintained by the
Corporation or any subsidiary thereof, and the term "beneficial owner"
shall have the meaning given the term in Rule 13d-3 under the Exchange Act.)


19.             
Applicable Law


The Plan shall be governed by and construed in
accordance with the laws of the State of North Carolina, without regard to the
conflict of laws provisions of any state.


20.             
Shareholder Approval


The Plan is subject to approval by the
shareholders of the Corporation, which approval must occur, if at all, within
12 months of the Effective Date of the Plan.  Awards granted prior to such
shareholder approval shall be conditioned upon and shall be effective only upon
approval of the Plan by such shareholders on or before such date.


21.             
Deferrals


The Administrator may permit or require a
participant to defer receipt of the delivery of shares of Common Stock or other
benefit that would otherwise be due pursuant to the exercise, vesting or
earning of an award.  If any such deferral is required or permitted, the
Administrator shall, in its discretion, establish rules and procedures for such
deferrals.


22.             
Beneficiary Designation


The Administrator  may permit a participant to
designate in writing a person or persons as beneficiary, which beneficiary
shall be entitled to receive settlement of awards (if any) to which the
participant is otherwise entitled in the event of death.  In the absence of
such designation by a participant, and in the event of the participant’s death,
the estate of the participant shall be treated as beneficiary for purposes of
the Plan, unless the Administrator determines otherwise. The Administrator
shall have sole discretion to approve and interpret the form or forms of such
beneficiary designation.


23.             
Gender and Number


Where the context admits, words in any gender
shall include any other gender, words in the singular shall include the plural
and the plural shall include the singular.


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24.             
Successors and Assigns


The Plan shall
be binding upon the Corporation, its successors and assigns, and participants,
their executors, administrators and permitted transferees and beneficiaries.


25.             
Severability


If any
provision of the Plan shall be held illegal or invalid for any reason, such
illegality or invalidity shall not affect the remaining parts of the Plan, and the
Plan shall be construed and enforced as if the illegal or invalid provision had
not been included.


26.             
Certain Definitions


In addition to other terms defined in the Plan,
the following terms shall have the meaning indicated:


(a)               
 "Award agreement" means any written agreement or
agreements between the Corporation and the recipient of an award pursuant to
the Plan relating to the terms, conditions and restrictions of an award
conferred herein.  Such award agreement may also state such other terms,
conditions and restrictions, including but not limited to terms, conditions and
restrictions applicable to shares subject to an award, as may be established by
the Administrator.


(b)              
 "Covered employee" shall have the meaning given the
term in Section 162(m) of the Code and the regulations thereunder.


(c)               
 "Disability" shall have the meaning ascribed to the
term in any employment agreement, consulting agreement or other similar
agreement, if any, to which the participant is a party, or, if no such
agreement applies, "disability" shall mean the inability to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death, or
which has lasted or can be expected to last for a continuous period of not less
than 12 months.


(d)              
 "Displacement" shall have the meaning ascribed to the
term in any employment agreement, consulting agreement or other similar
agreement, if any, to which the participant is a party, or, if no such
agreement applies, "displacement" shall mean the termination of the
participant’s employment or service due to the elimination of the participant’s
job or position without fault on the part of the participant.


(e)               
 "Parent" or "parent corporation"
shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations ending with the Corporation if each corporation other than the
Corporation owns stock possessing 50% or more of the total combined voting
power of all classes of stock in another corporation in the chain.


(f)                
 "Predecessor" or "predecessor corporation"
means a corporation which was a party to a transaction described in Section
424(a) of the Code (or which would be so described if a substitution or
assumption under Section 424(a) had occurred) with the Corporation, or a
corporation which is a parent or subsidiary of the Corporation, or a
predecessor of any such corporation.


19










 






 


 


 


 


(g)               
 "Related corporation" means any parent, subsidiary or
predecessor of the Corporation, and "related entity" means any
related corporation or any other business entity which is an affiliate
controlled by the Corporation; provided, however, that the term "related
entity" shall be construed in a manner in accordance with the registration
provisions under applicable federal securities laws.


(h)               
 "Restricted stock" shall mean shares of Common Stock
which are subject to restricted awards payable in shares, the vesting of which
is subject to restrictions set forth in the Plan and the applicable award
agreement.


(i)                 
 "Retirement" shall have the meaning ascribed in any
employment agreement, consulting agreement or other similar agreement, if any,
to which the participant is a party, or, if no such agreement applies, "retirement"
shall mean retirement in accordance with the retirement policies and procedures
established by the Corporation.


(j)                
 "Subsidiary" or "subsidiary corporation"
means any corporation (other than the Corporation) in an unbroken chain of
corporations beginning with the Corporation if each corporation other than the
last corporation in the unbroken chain owns stock possessing 50% or more of the
total combined voting power of all classes of stock in another corporation in
the chain.


20










 











 


 


 


 


 


IN WITNESS WHEREOF, this 2003 Stock Incentive
Plan of RF Micro Devices, Inc., is, by the authority of the Board of Directors
of the Corporation, executed in behalf of the Corporation, the 6th
day of June, 2003.

 


RF MICRO
DEVICES, INC.


By:       /s/ William Priddy


Name:  William A. Priddy, Jr.


Title:     Chief Financial
Officer and

              Corporate Vice
President of Administration


ATTEST:


Powell T. Seymour


Secretary


[Corporate Seal]


21










 











 


 


 


 


2006 DECLARATION
OF AMENDMENT TO


2003 STOCK
INCENTIVE PLAN


OF


RF
MICRO DEVICES, INC.


THIS 2006 DECLARATION OF AMENDMENT, is made
effective as of the 1st day of June, 2006, by RF MICRO DEVICES, INC.
(the "Corporation"), to the Corporation’s 2003 Stock Incentive Plan
(the "Plan").


R E C I T A L S:


 


WHEREAS, the Board of Directors of the
Corporation has deemed it advisable to amend the Plan to (i) increase the
authorized shares available under the Plan and available for the grant of
incentive stock options in Section 4(a), (ii) expand the performance factors
applicable to certain restricted awards and performance awards in Section 8(a)
and Section 9(a), (iii) remove the cash settlement provisions in Section 16(c),
and (iv) modify the provisions of Section 18 regarding the definition and
effect of a change of control, subject to shareholder approval of the
amendments described in (i) and (ii), herein; and


WHEREAS, the Corporation desires to evidence
such amendments by this Declaration of Amendment.


NOW, THEREFORE, IT IS DECLARED that, effective
as of June 1, 2006, the Plan shall be and hereby is amended as follows,
provided, however, that the amendments to Section 4(a), Section 8(a) and
Section 9(a) of the Plan, as reflected in Sections 1, 2 and 3, below, shall be
subject to shareholder approval of such amendments:


1.                 
Amendment to Section 4(a).  Section 4(a) ("Shares of Stock
Subject to the Plan; Award Limitations - - Shares Available for Awards")
of the Plan is hereby amended by substituting "24,250,000" for "9,250,000"
in both Section 4(a) and Section 4(a)(i), so that Section 4(a) and Section
4(a)(i) shall be amended as follows (with the remainder of Section 4(a) being
unchanged):


"(a)       Shares
Available for Awards: Subject to adjustments as provided in this Section
4(c), the aggregate number of shares of Common Stock that may be issued
pursuant to awards granted under the Plan shall not exceed the sum of (i)
24,250,000 shares, plus (ii) any shares of Common Stock (A) remaining available
for issuance as of the Effective Date of the Plan under the Corporation’s 1999
Stock Incentive Plan, Key Employees’ 1997 Stock Option Plan, 1992 Stock Option
Plan and any other stock incentive plans maintained by the Corporation
(collectively, the "Prior Plans"), and/or (B) subject to an
award granted under a Prior Plan, which award is forfeited, cancelled,
terminated, expires or lapses for any reason.  Shares delivered under the Plan
shall be authorized but unissued shares or shares purchased on the open market
or by private purchase.  The Corporation hereby reserves sufficient authorized
shares of Common Stock to meet the grant of awards hereunder.  Notwithstanding
any provision herein to the contrary, the following limitations shall apply to awards
granted under the Plan, in each case subject to adjustment pursuant to Section
4(c):


1










 






 


 


 


 


            (i)         The maximum number of shares of
Common Stock that may be issued under the Plan pursuant to the grant of
incentive stock options shall not exceed 24,250,000 shares; and"


            2.         Amendment to Section 8(a). 
Section 8(a) ("Restricted Awards - - Grant of Restricted Awards")
shall be amended by deleting the reference to "sales goals, earnings per
share, return on equity, return on assets and total return to shareholders"
in the fifth sentence of Section 8(a) and inserting the following in lieu
thereof (with the remainder of Section 8(a) being unchanged):


"(i) objective
goals for revenue; (ii) gross margins; (iii) earnings per share; (iv) net
bookings; (v) module productions; (vi) consolidated earnings before or after
taxes (including earnings before interest, taxes, depreciation and
amortization); (vii) net income; (viii) operating income; (ix) book value per
share; (x) return on shareholders’ equity; (xi) return on investment; (xii)
return on capital; (xiii) improvements in capital structure; (xiv) expense
management; (xv) profitability of an identifiable business unit or product;
(xvi) maintenance or improvement of profit margins; (xvii) stock price or total
shareholder return; (xviii) market share; (xix) revenues or sales; (xx) costs;
(xxi) cash flow; (xxii) working capital; (xxiii) return on assets; (xxiv)
economic wealth created, and/or (xxv) strategic business criteria, based on
meeting specified goals or objectives related to market penetration, geographic
business expansion, cost targets, customer satisfaction, employee satisfaction,
management of employment practices and employee benefits, supervision of
litigation and information technology, goals relating to acquisitions or
divestitures of subsidiaries, affiliates or joint ventures, quality matrices,
customer service matrices and/or execution of pre-approved corporate strategy."


            3.         Amendment to Section
9(a).  Section 9(a) ("Performance Awards - - Grant of Performance
Awards") shall be amended by deleting the reference to "sales goals,
earnings per share, return on equity, return on assets and total return to
shareholders" in the seventh sentence of Section 9(a) and inserting the
following in lieu thereof (with the remainder of Section 9(a) being unchanged):


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"(i) objective goals
for revenue; (ii) gross margins; (iii) earnings per share; (iv) net bookings;
(v) module productions; (vi) consolidated earnings before or after taxes
(including earnings before interest, taxes, depreciation and amortization);
(vii) net income; (viii) operating income; (ix) book value per share; (x)
return on shareholders’ equity; (xi) return on investment; (xii) return on
capital; (xiii) improvements in capital structure; (xiv) expense management;
(xv) profitability of an identifiable business unit or product; (xvi)
maintenance or improvement of profit margins; (xvii) stock price or total
shareholder return; (xviii) market share; (xix) revenues or sales; (xx) costs;
(xxi) cash flow; (xxii) working capital; (xxiii) return on assets; (xxiv)
economic wealth created, and/or (xxv) strategic business criteria, based on
meeting specified goals or objectives related to market penetration, geographic
business expansion, cost targets, customer satisfaction, employee satisfaction,
management of employment practices and employee benefits, supervision of
litigation and information technology, goals relating to acquisitions or
divestitures of subsidiaries, affiliates or joint ventures, quality matrices,
customer service matrices and/or execution of pre-approved corporate strategy."


            4.         Amendment to Section 16. 
Section 16 ("Amendment and Termination of the Plan") shall be amended
by deleting Section 16(c) ("Cash Settlement") in its entirety, with
the remainder of Section 16 being unchanged.


            5.         Amendment to Section
18(c).  Section 18(c)  ("Change of Control") shall be amended to
read as follows (with the remainder of Section 18 being unchanged except as
provided in Section 6 herein):


"(c)       For the
purposes herein, a "change of control" shall have the meaning
given the term "change in control" in a participant’s change in
control agreement with the Corporation, or, if the participant has not entered
into any such change in control agreement, then a change of control shall be
deemed to have occurred on the earliest of the following dates:


         (i)         The date any entity or person
shall have become the beneficial owner of, or shall have obtained voting
control over, fifty-one percent (51%) or more of the outstanding Common Stock
of the Corporation;


         (ii)        The date the shareholders of the
Corporation approve a definitive agreement (A) to merge or consolidate the
Corporation with or into another corporation or other business entity (each, a "corporation"),
in which the Corporation is not the continuing or surviving corporation or
pursuant to which any shares of Common Stock of the Corporation would be
converted into cash, securities or other property of another corporation, other
than a merger or consolidation of the Corporation in which holders of Common
Stock immediately prior to the merger or consolidation have the same
proportionate ownership of Common Stock of the surviving corporation
immediately after the merger as immediately before, or (B) to sell or otherwise
dispose of all or substantially all the assets of the Corporation; or


                        (iii)       The date there
shall have been a change in a majority of the Board of Directors of the
Corporation within a 12-month period unless the nomination for election by the
Corporation’s shareholders of each new director was approved by the vote of
two-thirds of the directors then still in office who were in office at the
beginning of the 12-month period.


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(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, a subsidiary of the
Corporation or any employee benefit plan(s) sponsored or maintained by the
Corporation or any subsidiary thereof, and the term "beneficial owner"
shall have the meaning given the term in Rule 13d-3 under the Exchange Act.)"


            6.         Addition of New Section
18(d).  Section 18 ("Change of Control") shall be amended by
adding a new Section 18(d), as follows (with the remainder of Section 18 being
unchanged except as provided in Section 5 herein):


"(d)      Notwithstanding
any other provision of the Plan to the contrary, and unless an individual award
agreement expressly provides otherwise, in the event that a participant has
entered into a change in control agreement or similar agreement with the
Corporation, the participant shall be entitled to the greater of the benefits
provided upon a change of control of the Corporation under this Plan or the
respective change in control agreement or similar agreement, and such change in
control agreement or similar agreement shall not be construed to reduce in any
way the benefits otherwise provided to a participant upon the occurrence of a
change of control as defined in the Plan."


            7.         Continued Effect. 
Except as set forth herein, the Plan shall remain in full force and effect.


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


RF MICRO
DEVICES, INC.


By: /s/
Robert A. Bruggeworth

      Chief
Executive Officer


ATTEST:


/s/ William A. Priddy, Jr. 


Secretary/Asst. Secretary


[Corporate Seal]


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2009 DECLARATION
OF AMENDMENT TO


2003 STOCK
INCENTIVE PLAN


OF


RF
MICRO DEVICES, INC.


THIS 2009 DECLARATION OF AMENDMENT, is made
effective as of the 8th day of June, 2009, by RF MICRO DEVICES, INC. (the "Corporation"),
to the Corporation’s 2003 Stock Incentive Plan, as amended through June 1, 2006
(the "Plan").


R E C I T A L S:


 


WHEREAS, the Board of Directors of the
Corporation has deemed it advisable to amend the Plan to (i) modify Section 11
("Dividends and Dividend Equivalents") to provide that dividends and
dividend equivalents, if any, on unearned or unvested awards shall not be
payable (even if accrued) unless and until the underlying award (or portion
thereof) has vested and/or been earned; and (ii) amend Section 18(c)(ii) of
Section 18 ("Change of Control") to provide that, with respect to
awards granted on or after the effective date of this 2009 Declaration of
Amendment, a "change of control" shall not be deemed to have occurred
in the context of certain mergers, consolidations and/or sales of all or
substantially all of the Corporation’s assets until the date of the
consummation of such transaction or event.


WHEREAS, the Corporation desires to evidence such amendments by this 2009
Declaration of Amendment.


NOW,
THEREFORE, IT IS DECLARED that, effective as of June 8, 2009, the Plan shall be
and hereby is amended as follows:


            1.         Amendment
to Section 11.  Section 11 ("Dividends and Dividend Equivalents")
is hereby amended by deleting the current text of Section 11 and inserting the
following in lieu thereof:


 


"The Administrator
may, in its sole discretion, provide that the awards granted under the Plan
earn dividends or dividend equivalents; provided, however, that dividends and
dividend equivalents, if any, on unearned or unvested awards shall not be paid
(even if accrued) unless and until the underlying award (or portion thereof)
has vested and/or been earned.  Any crediting of dividends or dividend
equivalents may be subject to such additional restrictions and conditions as
the Administrator may establish, including reinvestment in additional shares of
Common Stock or share equivalents."


            2.         Amendment
to Section 18(c).  Section 18(c) of Section 18 ("Change of Control")
shall be amended to read as follows (with the remainder of Section 18 being
unchanged):


 


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"(c)       For the
purposes herein, a "change of control" shall have the meaning
given the term "change in control" in a participant’s change in
control agreement with the Corporation, or, if the participant has not entered
into any such change in control agreement, then a change of control shall be
deemed to have occurred on the earliest of the following dates:


(i)         The date any entity or person shall
have become the beneficial owner of, or shall have obtained voting control
over, fifty-one percent (51%) or more of the outstanding Common Stock of the
Corporation;


(ii)        With respect to awards granted before
June 8, 2009, the date of shareholder approval of, and with respect to awards
granted on or after June 8, 2009, the date of the consummation of, (A) a merger
or consolidation of the Corporation with or into another corporation or other
business entity (each, a "corporation"), in which the Corporation is
not the continuing or surviving corporation or pursuant to which any shares of
Common Stock of the Corporation would be converted into cash, securities or
other property of another corporation, other than a merger or consolidation of
the Corporation in which holders of Common Stock immediately prior to the
merger or consolidation have the same proportionate ownership of Common Stock
of the surviving corporation immediately after the merger as immediately
before, or (B) the sale or other disposition of all or substantially all the
assets of the Corporation; or


(iii)       The date there shall have been a
change in a majority of the Board of Directors of the Corporation within a
12-month period unless the nomination for election by the Corporation’s
shareholders of each new director was approved by the vote of two-thirds of the
directors then still in office who 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, a subsidiary of the
Corporation or any employee benefit plan(s) sponsored or maintained by the
Corporation or any subsidiary thereof, and the term "beneficial owner"
shall have the meaning given the term in Rule 13d-3 under the Exchange Act.)"


            3.         Continued
Effect.  Except as set forth herein, the Plan shall remain in full force
and effect.


 


 


[Signature Page To
Follow]

 


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IN WITNESS
WHEREOF, this 2009 Declaration of Amendment is executed on behalf of RF Micro
Devices, Inc. effective as of the day and year first above written.


RF MICRO
DEVICES, INC.


 


By: /s/ Robert
A. Bruggeworth             


     Chief
Executive Officer


ATTEST:


/s/ William A. Priddy, Jr.                       


Secretary/Asst. Secretary


[Corporate Seal]


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