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EXHIBIT 10.8


 

2009 DECLARATION OF AMENDMENT TO the

nonemployee directors' stock option plan


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


R E C I T A L S:


WHEREAS, the Board of Directors of the
Corporation has deemed it advisable to amend Section 8 of the Plan to expressly
authorize the Administrator to modify and/or extend the period during which an
Option may be vested and/or exercised; and


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


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


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


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


 


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


 


                        (c)        The
Administrator shall have authority to modify and/or extend the terms and
conditions for vesting and/or exercise of any Option (subject to any Code
Section 409A considerations)."


 










 






 


 


 


 


 


2.                 
Continued Effect.  Except as set forth herein, the Plan
shall be unchanged and 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 


Robert
A. Bruggeworth


President and Chief
Executive Officer


ATTEST:



/s/ Suzanne B. Rudy    
 



Assistant Secretary


 


[Corporate Seal]




	
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