EXHIBIT 10.3


RF MICRO DEVICES, INC.

2006 DIRECTORS STOCK OPTION PLAN


Stock Option Agreement

(Annual/Supplemental Option)


THIS AGREEMENT (together with Schedule A,
attached hereto, the "Agreement"), effective as of the date specified
as the "Grant Date" on Schedule A attached hereto, between RF
MICRO DEVICES, INC., a North Carolina corporation (the "Corporation"),
and the individual identified on Schedule A attached hereto, 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 RF
Micro Devices, Inc. 2006 Directors Stock Option Plan, as amended and restated
effective May 7, 2009, and as it may be hereafter amended (the "Plan"),
the Corporation and the Participant hereby agree as follows:


1.                  
Incorporation of Plan.  The rights and duties of 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 in the Plan.


2.                  
Grant of Option; Term of Option.  The Corporation hereby
grants to the Participant pursuant to the Plan, as a matter of separate
inducement and agreement in connection with his service to the Corporation, and
not in lieu of any salary or other compensation for his services, the right and
Option (the "Option") to purchase all or any part of such aggregate
number of shares (the "shares") of common stock of the Corporation
(the "Common Stock") at a purchase price (the "Option Price")
as specified on Schedule A, attached hereto, and subject to such other
terms and conditions as may be stated herein or in the Plan or on
Schedule A.  The Option Price shall be 100% of the Fair Market Value per
share of the Common Stock on the date of grant.  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.  The Option shall be designated as a Nonqualified
Option.   Except as otherwise provided in the Plan or this Agreement, this
Option will expire if not exercised in full by the expiration date specified on
Schedule A.


 










 






 


 


 


 


3.                  
Exercise of Option.  Subject to the terms of the Plan and
this Agreement, the Option shall become exercisable on the date or dates set
forth on Schedule A attached hereto.  To the extent that the Option is
exercisable but is not exercised, the Option shall accumulate and be
exercisable by the Participant in whole or in part at any time prior to expiration
of the Option, subject to the terms of the Plan and this Agreement.  The
Participant expressly acknowledges that the Option may vest and be exercisable
only upon such terms and conditions as are provided in this Agreement and the
Plan.  Upon the exercise of the Option in whole or in part and payment of
the Option Price in accordance with the provisions of the Plan and this
Agreement, the Corporation shall as soon thereafter as practicable deliver to
the Participant a certificate or certificates for the shares purchased. 
Payment of the Option Price may be made in the form: (i) of cash or cash
equivalent; (ii) by delivery (by either actual delivery or attestation) of
shares of Common Stock owned by the Participant for such time period, if any, as
may be determined by the Administrator; (iii) to the extent permitted by the
Administrator and in accordance with applicable law, 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; or
(iv) by a combination of the foregoing methods.  Shares delivered in
payment of the Option Price shall be valued at their Fair Market Value on the
date of exercise.  The total number of shares that may be acquired upon
exercise of the Option shall be rounded down to the nearest whole share.


4.                  
No Right of Continued Service.  Neither the Plan, the
Option nor any other action related to the Plan shall confer upon the
Participant any right to continue in the service of the Corporation as a
Director or interfere in any way with the right of the Corporation to terminate
the Participant's service at any time.


5.                  
Nontransferability of Option.  The Option 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.  Except as may be permitted by the preceding sentence, this
Option shall be exercisable during the Participant's lifetime only by the
Participant or his guardian or legal representative.


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


7.                  
Governing Law.  This Agreement shall be governed by and
construed in accordance with 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.


8.                  
Amendment and Termination; Waiver.  Subject to the terms
of the Plan, 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 the Plan and this
Agreement (without Participant consent) to the extent necessary to comply with
applicable laws, rules or regulations or changes to applicable laws, rules or
regulations (including but in no way limited to Code Section 409A and federal securities laws).  The waiver by the Corporation of a breach of any provision of the Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant.  


9.                  
No Rights as Shareholder.  The Participant and his legal
representative, legatees or distributees shall not be deemed to be the holder
of any shares subject to the 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 (or, in the case of uncertificated shares, other
written evidence of ownership in accordance with applicable laws shall have
been provided).


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10.              
Withholding; Tax Matters.  


(a)               
The Participant acknowledges that, if and to the extent required
by applicable laws, rules or regulations, 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 Option, 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) related
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 Option and the acquisition or
disposition of the shares subject to the Option and that he 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.              
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.


13.              
Severability.  The provisions of this Agreement are
severable and if any one or more provisions may be determined to be illegal or
invalid for any reason, in whole or in part, the remaining provisions shall
nevertheless be binding and enforceable.


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14.              
Restrictions on Option and Shares.  The Corporation may
impose such restrictions on the Option, any shares issued pursuant to the
exercise of the Option and any other benefits underlying the Option 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, state or foreign securities laws applicable to such
securities.  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, make any other distribution of benefits, 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(s) for shares issued
pursuant to the exercise of the Option in such form as may be prescribed from
time to time by applicable laws and regulations or as may be advised by legal
counsel.


15.              
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.


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


                                                                                    RF
MICRO DEVICES, INC.


 


                                                                                    By:                                                                   


                                                                                                Robert
A.  Bruggeworth


                                                                                                President
& Chief Executive Officer


Attest:


 


                                                            


William Priddy


Secretary & Chief
Financial Officer


 


 


[Signature page of Participant to follow on Schedule A/Grant
Letter]


 


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RF Micro Devices, Inc.

2006 Directors Stock Option Plan

Stock Option Agreement

(Annual/Supplemental Option)


Schedule A/Grant Letter


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


 




	
   

  	
   

  	
   

  
	
  Granted To:

  	
   

  	
  __________________

  
	
  Grant Date:

  	
   

  	
  ____________, 20___

  
	
  Number of Shares Subject to
  Option:

  	
   

  	
  __________________

  
	
  Option Price per Share:

  	
   

  	
  $_________________

  
	
  Expiration Date:

  	
   

  	
  ___________, 20___

  
	
  Vesting Schedule:

  	
   

  	
  Option 100% vested on Grant Date

  






 


2.                  
By my signature below, I, the Participant, hereby acknowledge
receipt of this Grant Letter and the Option Agreement (the "Agreement")
dated _________, 200___, between the Participant and RF Micro Devices, Inc. 
(the "Company") which is attached to this Grant Letter.  I 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 Company reserves
the right to treat the Option 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 or address shown above, please make the appropriate
corrections on this form.  Please sign and return to Brenda Hatley (mail stop:
NC7628), RF Micro Devices, Inc., 7628 Thorndike Road, Greensboro, NC  27409-9421.  Please retain a copy of the Agreement, including this Grant Letter, for
your files.