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EXHIBIT 10.5


 


2003 STOCK INCENTIVE PLAN

OF RF MICRO DEVICES, INC.


Restricted Stock Unit Agreement

(Director Annual/Supplemental RSU)


THIS AGREEMENT (together with Schedule A,
attached hereto, the "Agreement"), made effective as of the "Grant
Date" as defined in Section 2, below between RF MICRO DEVICES, INC., a
North Carolina corporation (the "Corporation"), and XXXXXX,
a Director of the Corporation (the "Participant");


R E C I T A L S:


In furtherance of the purposes of the RF Micro
Devices, Inc. Director Compensation Plan, as it may be amended, and the 2003
Stock Incentive Plan of RF Micro Devices, Inc., as amended to date and as it
may be further amended (the "Plan"), the Corporation and the
Participant hereby agree as follows:


1.                  
Incorporation of Plan.  The rights and duties of the Corporation
and the Participant under this Agreement shall in all respects be subject to
and governed by the provisions of the Plan, the terms of which are incorporated
herein by reference.  In the event of any conflict between the provisions in
the Agreement and those of the Plan, the provisions of the Plan shall govern. 
Unless otherwise defined herein, capitalized terms in this Agreement shall have
the same definitions as set forth with the Plan.


2.                  
Terms of Award.  The following terms used in this Agreement shall
have the meanings set forth in this Section 2:


(a)               
The "Participant" is XXXXXX.


(b)               
The "Grant Date" is XXXXX.


(c)               
The "Restriction Period" is the period beginning on the Grant
Date and ending on such date or dates and occurrence of such conditions as
described in Schedule A, which is attached hereto and expressly made a part of
this Agreement.


(d)               
The number of shares of Common Stock subject to the Restricted Stock
Unit (or "RSU") granted under this Agreement shall be  XXXX  shares
(the "Shares").


 


 










 






 


 


 


 


3.                  
Grant of Restricted Stock Unit Award.  Subject to the terms of
this Agreement and the Plan, the Corporation hereby grants the Participant an
award of Restricted Stock Units (the "Award") for that number of
Shares of Common Stock as is set forth in Section 2.  The Participant
expressly acknowledges that the terms of Schedule A shall be incorporated
herein by reference and shall constitute part of this Agreement.  The
Corporation and the Participant further acknowledge that the Corporation's
signature on the signature page hereof, and the Participant's signature on the
Grant Letter contained in Schedule A, shall constitute their acceptance of all
of the terms of this Agreement.


4.                  
Dividends and Voting Rights.  The Participant or his legal
representatives, legatees or distributes shall not be deemed to be the holder
of any Shares subject to the Award and shall not have any dividend rights,
voting rights or other rights as a shareholder unless and until (and then only
to the extent that) the Award has vested and certificates for such Shares have
been issued and delivered to him or them (or, in the case of uncertificated
shares, other written evidence of ownership in accordance with applicable laws
shall have been provided).


5.                  
Vesting and Earning of Award.


(a)               
Subject to the terms of the Plan and the Agreement (including but not
limited to Section 10(a)), the Award shall be deemed vested and earned, and the
Shares subject to the Award shall be distributable as provided in Section 7
herein, upon such date or dates, and subject to such conditions, as are
described on Schedule A.  Without limiting the effect of the foregoing, the
Shares subject to the Award may vest in installments over a period of time, if
so provided in Schedule A.  The Participant expressly acknowledges that the
Award shall vest only upon such terms and conditions as are provided in this
Agreement (including but not limited to Schedule A of this Agreement) and
otherwise in accordance with the terms of the Plan.


(b)               
The Administrator has sole authority to determine whether and to what
degree the Award has vested and been earned and is payable and to interpret the
terms and conditions of this Agreement and the Plan.


6.                  
Effect of Termination of Service; Forfeiture of Award.  Except as
may be otherwise provided in the Plan or the Agreement, in the event of the termination of
service of the Participant for any reason (whether by the Corporation or
the Participant, and whether voluntary or involuntary) and all or part of the
Award has not vested pursuant to the terms of this Agreement, then the Award,
to the extent not vested as of the Participant's termination date, shall be
forfeited immediately upon such termination, and the Participant shall have no
further rights with respect to the Award or the Shares underlying that portion
of the Award that has not yet been earned and vested.  The Participant
expressly acknowledges and agrees that the termination of his service shall
(except as may otherwise be provided in the Agreement or the Plan) result in
forfeiture of the Award and the Shares to the extent the Award has not been
earned and vested as of the date of his termination of service.


7.                  
Settlement of Award.  The Administrator shall determine whether
the Award, if earned in accordance with Section 5 herein, shall be payable in
cash or whole shares of Common Stock, or partly in cash and partly in whole
shares of Common Stock.  In the event that the Award is payable in shares of
Common Stock, a certificate or certificates for the Shares or portion thereof
(or, in the case of uncertificated shares, other written evidence of ownership
in accordance with applicable laws) which have been earned shall be issued in
the name of the Participant (or his beneficiary) as soon as practicable after,
and only to the extent that, the Award (or portion thereof) has vested (subject
to the terms of Section 10(a) herein).




	
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8.                  
No Right of Continued Service.  Nothing contained in this
Agreement or the Plan shall confer upon the Participant any right to continue
in the service of the Corporation or a related entity or to interfere in any
way with the right of the Corporation or a related entity to terminate the
Participant's service at any time.  Except as otherwise expressly provided in
the Plan and this Agreement (including but not limited to Schedule A), all
rights of the Participant under the Plan with respect to the unvested portion
of his Award shall terminate upon the termination of service of the Participant
with the Corporation or a related entity.


9.                  
Nontransferability of Award and Shares.  The Award shall not be
transferable (including by sale, assignment, pledge or hypothecation) other
than by will or the laws of intestate succession.  The designation of a
beneficiary in accordance with the Plan does not constitute a transfer.  The
Participant shall not sell, transfer, assign, pledge or otherwise encumber the
Shares subject to the Award until all conditions to vesting have been met.


10.              
Withholding; Tax Matters.


(a)               
The Participant acknowledges that the Corporation shall require the
Participant to pay the Corporation the amount of any federal, state, local,
foreign or other 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 the Participant, and the Participant agrees, as a condition to the grant of
the Award, to satisfy such obligations. 


(b)               
The Participant acknowledges that the Corporation has made no warranties
or representations to the Participant with respect to the tax consequences
(including but not limited to income tax consequences) with respect to the
transactions contemplated by this Agreement, and the Participant is in no
manner relying on the Corporation or its representatives for an assessment of
such tax consequences.  The Participant acknowledges that there may be adverse
tax consequences upon the grant of the Award and/or the acquisition or
disposition of the Shares subject to the Award and that the Participant has
been advised that he should consult with his own attorney, accountant and/or
tax advisor regarding the decision to enter into this Agreement and the
consequences thereof.  The Participant also acknowledges that the Corporation
has no responsibility to take or refrain from taking any actions in order to
achieve a certain tax result for the Participant.


11.              
Administration.  The authority to construe and interpret this
Agreement and the Plan, and to administer all aspects of the Plan, shall be
vested in the Administrator, and the Administrator shall have all powers with
respect to this Agreement as are provided in the Plan.  Any interpretation of
the Agreement by the Administrator and any decision made by it with respect to
the Agreement is final and binding.


12.              
Superseding Agreement; Binding Effect.  This Agreement supersedes
any statements, representations or agreements of the Corporation with respect
to the grant of the Award, any other equity-based awards or any related rights,
and the Participant hereby waives any rights or claims related to any such
statements, representations or agreements.  Except as may be otherwise provided
in Section 18 of the Plan, this Agreement does not supersede or amend any
existing Change in Control Agreement, Inventions, Confidentiality and
Nonsolicitations Agreement, Employment Agreement or any other similar agreement
between the Participant and the Company, including, but not limited to, any
restrictive covenants contained in such agreements.  This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective executors, administrators, next-of-kin, successors and assigns.




	
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13.              
Governing Law.  Except as otherwise provided in the Plan or
herein, this Agreement shall be construed and enforced according to the laws of
the State of North Carolina, without regard to the conflict of laws provisions
of any state and in accordance with applicable federal laws of the United
States.


14.              
Amendment and Termination; Waiver.  Subject to the terms of the
Plan and this Agreement, this Agreement may be modified or amended only by the
written agreement of the parties hereto.  Notwithstanding the foregoing,
the Administrator shall have unilateral authority to amend this Agreement
(without Participant consent) to the extent necessary to comply with applicable
laws, rules and regulations or changes to applicable laws, rules and
regulations (including but not 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.


15.              
Notices.  Except as may be otherwise provided by the Plan, any
written notices provided for in this Agreement or the Plan shall be in writing
and shall be deemed sufficiently given if either hand delivered or if sent by
fax or overnight courier, or by postage paid first class mail.  Notices sent by
mail shall be deemed received three business days after mailed but in no event
later than the date of actual receipt.  Notice may also be provided by
electronic submission, if and to the extent permitted by the Administrator. 
Notices shall be directed, if to the Participant, at the Participant's address
indicated by the Corporation's records, or if to the Corporation, at the
Corporation's principal office, attention Treasurer, RF Micro Devices, Inc.


16.              
Severability.  The provisions of this Agreement are severable and
if any one or more provisions may be determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions shall nevertheless
be binding and enforceable.


17.              
Restrictions on Award and Shares.  The Corporation may impose
such restrictions on the Award and any Shares issued pursuant to the Award 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 or foreign securities laws applicable to
the Award or Shares.  Notwithstanding any other provision in the Plan or the
Agreement to the contrary, the Corporation shall not be obligated to issue,
deliver or transfer shares of Common Stock, to make any other distribution of
benefits, or to 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 for
Shares issued pursuant to the Award in such form as may be prescribed from time
to time by applicable laws and regulations or as may be advised by legal
counsel. 


18.              
Counterparts; Further Instruments. This Agreement may be executed
in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.  The parties
hereto agree to execute such further instruments and to take such further
action as may be reasonably necessary to carry out the purposes and intent of
this Agreement.




	
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IN WITNESS WHEREOF, this Agreement has been
executed on behalf of the Corporation and by the Participant effective as of
the Grant Date stated in Section 2, herein.


RF MICRO DEVICES, INC.


By: 
                                                  


                                                                                  
Robert A. Bruggeworth


     President
and Chief Executive Officer


Attest:



                                      
  


William
Priddy


Secretary & Chief Financial Officer


[Signature Page of Participant to Follow on Schedule
A/Grant Letter]


 


 


 


 










 











 


 


 


 


2003 Stock Incentive Plan of RF Micro Devices, Inc.

Restricted Stock Unit Agreement

(Director Annual/Supplemental RSU)


Schedule A/Grant Letter


1.                  
Pursuant to the terms and conditions of the Company's 2003 Stock
Incentive Plan, as amended (the "Plan"), you (the "Participant")
have been granted an Award of Restricted Stock Units (the "Award") for
________ shares of our Common Stock as outlined below.


 

	Granted To:      
    	                                    
    
	Grant Date:      
    	

                        , 20

    
	Number of
    Shares Subject to Award:      	                                    






                                  Vesting
Schedule:


The Award shall vest on the first anniversary
of the Grant Date, subject to the continued service of the Participant as a
Director on such vesting date and the terms and conditions of the Director
Compensation Plan, the Plan and the Agreement.


 


By my signature
below, I, the Participant, hereby acknowledge receipt of this Grant Letter and
the Restricted Stock Unit Agreement (the "Agreement") dated
__________ ___, XXXX, between the Participant and RF Micro Devices, Inc.
(the "Company") which is attached to this Grant Letter.  I understand
that the Grant Letter and other provisions of Schedule A herein are
incorporated by reference into the Agreement and constitute a part of the
Agreement.  By my signature below, I further agree to be bound by the terms
of the Plan and the Agreement, including but not limited to the terms of this
Grant Letter and the other provisions of Schedule A contained herein.  The
Corporation reserves the right to treat the Award and the Agreement as
cancelled, void and of no effect if the Participant fails to return a signed
copy of the Grant Letter within 30 days of receipt.


Signature:                                                                                              Date:
                                       


Note: 
If there are any discrepancies in the name shown above, please make the
appropriate corrections on this form.  Please retain a copy of the Agreement,
including this Grant Letter, for your files.


 




	
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