**Exhibit 10.25**

 

**RF MONOLITHICS, INC.**

 

**EMPLOYEE STOCK PURCHASE PLAN**

 

**As Amended and Restated November 27, 1995**

**Approved by Stockholders January 31, 1996**

**As Amended October 8, 1997**

**Approved by Stockholders January 14, 1998**

**As Amended December 9, 1999**

**Approved by Stockholders January 26, 2000**

**As Amended October 26, 2001**

**Approved by Stockholders January 23, 2002**

**As Amended August 12, 2003**

**Approved by Stockholders January 21, 2004**

**As Amended and Restated August 16, 2005**

 

 

**(a)**The purpose of the Employee Stock Purchase Plan (the “Plan”) is to provide a means by which employees of RF Monolithics, Inc., aDelaware corporation (the “Company”), and its Affiliates, as defined in subparagraph 1(b), which are designated as provided in subparagraph 2(b), may be given an opportunity to purchase stock of the Company. 

 

**(b)**The work “Affiliate” as used in the Plan means anyparent corporation or subsidiary corporation of the Company, as those terms are defined in Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1986, as amended (the “Code”). 

 

**(c)**The Company, by means of the Plan, seeks to retain the services ofits employees, to secure and retain the services of new employees, and to provide incentives for such persons to exert maximum efforts for the success of the Company. 

 

**(d)**The Company intends that the rights to purchase stock of the Company granted under the Plan be considered optionsissued under an “employee stock purchase plan” as that term is defined in Section 423(b) of the Code. 

 

 

**(a)**The Plan shall be administered by the Board of Directors (the “Board”) of the Company unless and until the Board delegatesadministration to a Committee, as provided in subparagraph 2(c). Whether or not the Board has delegated administration, the Board shall have the final power to determine all questions of policy and expediency that may arise in the administration ofthe Plan. 

 

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**(b)**The Board shall have the power, subject to, and within the limitations of, the expressprovisions of the Plan: 

 

**(i)**Todetermine when and how rights to purchase stock of the Company shall be granted and the provisions of each offering of such rights (which need not be identical). 

 

**(ii)**To designate from time to time which Affiliates of the Company shall be eligible to participatein the Plan. 

 

**(iii)**To construe andinterpret the Plan and rights granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission, or inconsistency in the Plan, in a mannerand to the extent it shall deem necessary or expedient to make the Plan fully effective. 

 

**(iv)**To amend the Plan as provided in paragraph 13. 

 

**(v)**Generally, to exercise such powers and to perform such acts as the Board deems necessary orexpedient to promote the best interests of the Company. 

 

**(c)**The Board may delegate administration of the Plan to a Committee composed of not fewer than two (2) members of the Board (the “Committee”). If administration is delegated to a Committee, the Committee shall have, in connectionwith the administration of the Plan, the powers theretofore possessed by the Board, subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish theCommittee at any time and revest in the Board the administration of the Plan. 

 
**3.****SHARES SUBJECT TO THE PLAN**
 

**(a)**Subject to the provisions of paragraph 12 relating to adjustmentsupon changes in stock, the stock that may be sold pursuant to rights granted under the Plan shall not exceed in the aggregate fiveeight hundred seventy-five thousand (875,000) shares of the Company’s common stock (the “CommonStock”). If any right granted under the Plan shall for any reason terminate without having been exercised, the Common Stock not purchased under such right shall again become available for the Plan. 

 

**(b)**The stock subject to the Plan may be unissued share or reacquiredshares, bought on the market or otherwise. 

 
**4.****GRANT OF RIGHTS/OFFERING**
 

**(a)**The Board or the Committee may from time to time grant or provide for the grant of rights to purchase CommonStock of the Company under the Plan to eligible employees (an “Offering”) on a date or dates (the “Offering Date(s)”) selected by the 

 

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Board or the Committee. Each Offering shall be in such form and shall contain such terms and conditions as the Board or the Committee shall deem appropriate.The provisions of separate Offerings need not be identical, but each Offering shall include (through incorporation of the provisions of this Plan by reference in the Offering or otherwise) the period during which the Offering shall be effective,which period shall not exceed twenty-sever (27) months beginning with the Offering Date, and the substance of the provision contained in paragraphs 5 through 8, inclusive. 

 

**(b)**If an employee has more than one right outstanding under the Plan, unless he or she otherwise indicates inagreements or notices delivered hereunder: (1) each agreement or notice delivered by that employee will be deemed to apply to all of his or her rights under the Plan, and (2) a right with a lower exercise price (or an earlier grantedright, if two rights have identical exercises prices), will be exercised to the fullest possible extent before a right with a higher exercise price (or a later granted right, if two rights have identical exercise prices) will be exercised.

 
**5.****ELIGIBILITY**
 

**(a)**Rights may be granted only to employees of the Company or, as the Board or the Committee may designate as provided in subparagraph 2(b), toemployees of any Affiliate of the Company. Except as provided in subparagraph 5(b), an employee of the Company or any Affiliate shall not be eligible to be granted rights under the Plan, unless, on the Offering Date, such employee has been in theemploy of the Company or any Affiliate for such continuous period preceding such grant as the Board or the Committee may require, but in no event shall the required period of continuous employment be grater than two (2) years. In addition,unless otherwise determined by the Board or the Committee and set forth in the terms of the applicable Offering, no employee of the Company or any Affiliate shall be eligible to be granted rights under the Plan, unless, on the Offering Date, suchemployee’s customary employment with the Company or such Affiliate is at least twenty (20) hours per week and at least five (5) months per calendar year. 

 

**(b)**The Board or the Committee may provide that each person who, during the course of an Offering, first becomes aneligible employee of the Company or designated Affiliate will, on a date or dates specified in the Offering which coincides with the day on which such person becomes an eligible employee or occurs thereafter, receive a right under that Offering,which right shall thereafter be deemed to be a part of that Offering. Such right shall have the same characteristics as any rights originally granted under that Offering, as described herein, except that: 

 

**(i)**The date on which such right is granted shall bethe “Offering Date” of such right for all purposes, including determination of the exercise price of such right; 

 

**(ii)**The period of the Offering with respect to such right shall begin on its Offering Date and end coincident with the end of suchOffering; and 

 

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**(iii)**The Board or the Committee may provide that if such person first becomes aneligible employee within a specified period of time before the end of the Offering, he or she will not receive any right under that Offering. 

 

**(c)**No employee shall be eligible for the grant of any rights under the Plan if, immediately after any such rights are granted, such employee ownsstock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any Affiliate. For purposes of this subparagraph 5(c), the rules of Section 424(d) of the Code shall applyin determining the stock ownership of any employee, and stock which such employee may purchase under all outstanding rights and options shall be treated as stock owned by such employee. 

 

**(d)**An eligible employee may be granted rights under the Plan only if such rights, together with any other rightsgranted under “employee stock purchase plans” of the Company and any Affiliates, as specified by Section 423 (b)(8) of the Code, do not permit such employee’s rights to purchase stock of the Company or any Affiliate to accrue ata rate which exceeds twenty-five thousand dollars ($25,000) of fair market value of such stock (determined at the time such rights are granted) for each calendar year in which such rights are outstanding at any time. 

 

**(e)**Officers of the Company and any designated Affiliate shall beeligible to participate in Offerings under the Plan, provided, however, that the Board may provide in an Offering that certain employees who are highly compensated employees within the meaning of Section 423(b)(4)(D) of the Code shall not beeligible to participate. 

 
**6.****RIGHTS/PURCHASE PRICE**
 

**(a)**On each Offering Date, each eligible employee, pursuant to an Offering made under the Plan, shall be granted the right to purchase up to thenumber of shares of Common Stock of the Company purchasable with a percentage designated by the Board or the Committee not exceeding fifteen (15%) of such employee’s Earnings (as defined in subparagraph 7(a)) during the period which beginson the Offering Date (or such later date as the Board or the Committee determines for a particular Offering) and ends on the date stated in the Offering, which date shall be no later than the end of the Offering. The Board or the Committee shallestablish one or more dates during an Offering (the “Purchase Date(s)”) on which rights granted under the Plan shall be exercised and purchases of Common Stock effected in accordance with such Offering. 

 

**(b)**In connection with each Offering made under the Plan, the Board orthe Committee shall specify a maximum number of shares which may be purchased by any employee as well as a maximum aggregate number of shares which may be purchased by all eligible employees pursuant to such Offering. In addition, in connection witheach Offering which contains more than one Purchase Date, the Board or the Committee may specify a maximum aggregate number of shares which may be purchased by all eligible employees on any given Purchase Date under the Offering. If the aggregatepurchase of shares upon exercise of rights granted under the Offering would exceed any such 

 

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maximum aggregate number, the Board or the Committee shall make a pro rata allocation of the shares available in as nearly a uniform manner as shall bepracticable and as it shall deem to be equitable. 

 

**(c)**The purchase price of stock acquired pursuant to rights granted under the Plan shall be not less than the lesser of: 

 

**(i)**An amount equal to the greater of (A) eighty-five percent (85%) of the fair market value of the stock on the OfferingDate or (B) 50% of the fair market value of the stock on the Purchase Date; or 

 

**(ii)**An amount equal to eighty-five percent (85%) of the fair market value of the stock on the Purchase Date 

 
**7.****PARTICIPATION/WITHDRAWAL/TERMINATION**
 

**(a)**An eligible employee may become a participant in an Offering by delivering a participation agreement to theCompany within the time specified in the Offering, in such form as the Company provides. Each such agreement shall authorize payroll deductions of up to the maximum percentage specified by the Board or the Committee of such employee’s Earningsduring the Offering. “Earnings” is defined as the total compensation paid to an employee, including all salary, wages (including amounts elected to be deferred by the employee, that would otherwise have been paid, under any cash ordeferred arrangement established by the Company), overtime pay, commissions, bonuses, and other remuneration paid directly to the employee, but excluding profit sharing, the cost of employee benefits paid for by the Company, education or tuitionreimbursements, imputed income arising under any Company group insurance or benefit program, traveling expenses, business and moving expense reimbursements, income received in connection with stock options, contributions made by the Company underany employee benefit plan, and similar items of compensation. The payroll deductions made for each participant shall be credited to an account for such participant under the Plan and shall be deposited with the general funds of the Company. Aparticipant may reduce (including to zero), increase or begin such payroll deductions after the beginning of any Offering only as provided for in the Offering. A participant may make additional payments into his or her account only if specificallyprovided for in the Offering and only if the participant has not had the maximum amount withheld during the Offering. 

 

**(b)**At any time during an Offering, a participant may terminate his or her payroll deductions under the Plan and withdraw from the Offering bydelivering to the Company a notice of withdrawal in such form as the Company provides. Such withdrawal may be elected at any time prior to the end of the Offering except as provided by the Board or the Committee in the Offering. Upon such withdrawalfrom the Offering by a participant, the Company shall distribute to such participant all of his or her accumulated payroll deductions (reduced to the extent, if any, such deductions have been used to acquire stock for the participant) under theOffering, without interest, and such participant’s interest in that Offering shall be automatically terminated. A participant’s 

 

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withdrawal from an Offering will have no effect upon such participant’s eligibility to participate in any other Offerings under the Plan, but suchparticipant will be required to deliver a new participation agreement in order to participate in subsequent Offerings under the Plan. 

 

**(c)**Rights granted pursuant to any Offering under the Plan shall terminate immediately upon cessation of any participating employee’semployment with the Company and any designated Affiliate, for any reason, the Company shall distribute to such terminated employee all of his or her accumulated payroll deductions (reduced to the extent, if any, such deductions have been used toacquire stock for the terminated employee), under the Offering, without interest. 

 

**(d)**Rights granted under the Plan shall not be transferable, and, except as provided in paragraph 14, shall be exercisable only by the person to whom such rights are granted. 

 
**8.****EXERCISE**
 

**(a)**On each Purchase Date provided in the relevant Offering, each participant’s accumulated payroll deductions and other additional paymentsspecifically provided for in the Offering (without any increase for interest) will be applied to the purchase of whole shares of stock of the Company, up to the maximum number of shares permitted pursuant to the terms of the Plan and the applicableOffering, at the purchase price specified in the Offering. No fractional shares shall be issued upon the exercise of rights granted under the Plan. The amount, if any, of accumulated payroll deductions remaining in each participant’s accountafter the purchase of shares which is less than the amount required to purchase one share of stock on the final Purchase Date of an Offering shall be held in each such participant’s account for the purchase of shares under the next Offeringunder the Plan, unless such participant withdraws from such next Offering, as provided in subparagraph 7(b), or is no longer eligible to be granted rights under the Plan, as provided in paragraph 5, in which case such amount shall be distributed tothe participant after such final Purchase Date, without interest. The amount, if any, of accumulated payroll deductions remaining in any participant’s account after the purchase of shares which is equal to the amount required to purchase wholeshares of stock on the final Purchase Date of an Offering shall be distributed in full to the participant after such Purchase Date, without interest. 

 

**(b)**No rights granted under the Plan may be exercised to any extent unless the Plan (including rights granted thereunder) is covered by aneffective registration statement pursuant to the Securities Act of 1933, as amended (the “Securities Act”). If on a Purchase Date of any Offering hereunder the Plan is not so registered, no rights granted under the Plan or any Offeringshall be exercised on such Purchase Date and the Purchase Date shall be delayed until the Plan is subject to such an effective registration statement, except that the Purchase Date shall not be delayed more than twelve (12) months and thePurchase Date shall in no event be more than twenty-seven (27) months from the Offering Date. If on the Purchase Date of any Offering hereunder, as delayed to the 

 

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maximum extent permissible, the Plan is not registered, no rights granted under the Plan or any Offering shall be exercised and all payroll deductionsaccumulated during the Offering (reduced to the extent, if any, such deductions have been used to acquire stock) shall be distributed to the participants, without interest. 

 
**9.****COVENANTS OF THE COMPANY**
 

**(a)**During the terms of the rights granted under the Plan, the Company shall keep available at all times the numberof shares of stock required to satisfy such rights. 

 

**(b)**The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to issue and sell shares of stock upon exercise of the rights granted under the Plan. If, afterreasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of stock under the Plan, the Company shall be relievedfrom any liability for failure to issue and sell stock upon exercise of such rights unless and until such authority is obtained. 

 
**10.****USE OF PROCEEDS FROM STOCK**
 

Proceeds from the sale of stock pursuant to rights granted under the Planshall constitute general funds of the Company. 

 
**11.****RIGHTS AS A STOCKHOLDER**
 

A participant shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares subject to rights grantedunder the Plan unless and until the participant’s shareholdings acquired upon exercise of rights under the Plan are recorded in the books of the Company. 

 
**12.****ADJUSTMENTS UPON CHANGES IN STOCK**
 

**(a)**If any change is made in the stock subject to the Plan, orsubject to any rights granted under the Plan (through merger, consolidation, reorganization, recapitalization, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, changein corporate structure or otherwise), the Plan and outstanding rights will be appropriately adjusted in the class(es) and maximum number of shares subject to the Plan and the class(es) and number of shares and price per share of stock subject tooutstanding rights. 

 

**(b)**In the event of: (1) adissolution or liquidation of the Company; (2) a merger or consolidation in which the Company is not the surviving corporation; (3) a reverse merger in which the Company is the surviving corporation but the shares of the Company’sCommon Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or 

 

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otherwise; or (4) any other capital reorganization in which more than fifty percent (50%) of the shares of the Company entitled to vote areexchanged, then, as determined by the Board in its sole discretion (i) any surviving corporation may assume outstanding rights or substitute similar rights for those under the Plan, (ii) such rights may continue in full force and effect,or (iii) participants’ accumulated payroll deductions may be used to purchase Common Stock immediately prior to the transaction described above and the participants’ rights under the ongoing Offering terminated. 

 
**13.****AMENDMENT OF THE PLAN**
 

**(a)**The Board at any time, and from time to time, may amend the Plan. However, except as provided in paragraph 12relating to adjustments upon changes in stock, no amendment shall be effective unless approved by the stockholders of the Company within twelve (12) months before or after the adoption of the amendment, where the amendment will: 

 

**(i)**Increase the number of shares reserved for rightsunder the Plan; 

 

**(ii)**Modify theprovisions as to eligibility for participation in the Plan (to the extent such modification requires stockholder approval in order for the Plan to obtain employee stock purchase plan treatment under Section 423 of the Code or to comply with therequirements of Rule 16b-3 promulgated under the Securities Exchange Act or 1934, as amended (“Rule16b-3”)); or 

 

**(iii)**Modify the Plan in any other way if such modification requires stockholder approval in order for the Plan to obtain employeestock purchase plan treatment under Section 423 of the Code or to comply with the requirements of Rule 16b-3. 

 

It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide eligible employees with the maximumbenefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to employee stock purchase plans and/or to bring the Plan and/or rights granted under it into compliance therewith. 

 

**(b)** Rights and obligations under any rights granted beforeamendment of the Plan shall not be altered or impaired by any amendment of the Plan, except with the consent of the person to whom such rights were granted or except as necessary to comply with any laws or governmental regulation. 

 
**14.****DESIGNATION OF BENEFICIARY**
 

**(a)**A participant may file a written designation of a beneficiary who is to receive any share and cash, if any, fromthe participant’s account under the Plan in the event of such participant’s death subsequent to the end of an Offering but prior to delivery to him of such shares and cash. In addition, a participant may file a written 

 

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designation of a beneficiary who is to receive any cash from the participant’s account under the Plan in the event of such participant’s deathduring an Offering. 

 

**(b)**Such designation of beneficiarymay be changed by the participant at any time by written notice. In the event of the death of a participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such participant’s death, the Companyshall deliver such shares and/or cash to the executor or administrator of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver suchshares and/or cash to the spouse or to any one or more dependents or relatives of the participant, or if no spouse, dependent, or relative is known to the Company, then to such other person as the Company may designate. 

 
**15.****TERMINATION OR SUSPENSION OF THE PLAN**
 

**(a)**The Board may suspend or terminate the Plan at any time. Norights may be granted under the Plan while the Plan is suspended or after it is terminated. 

 

**(b)**Rights and obligations under any rights granted while the Plan is in effect shall not be altered or impaired by suspension or termination of the Plan, except as expressly provided in the Plan or with theconsent of the person to whom such rights were granted or except as necessary to comply with any laws or governmental regulation. 

 
**16.****EFFECTIVE DATE OF PLAN**
 

The Plan shall become effective as determined by the Board, but no rights granted under the Plan shall be exercised unlessand until the Plan has been approved by the stockholders of the Company. 

 

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**RF MONOLITHICS, INC.**

 

**EMPLOYEE STOCK PURCHASE PLAN**

 

**Amended and Restated November 27, 1995, (approved at the January 31, 1996 Shareholders Meeting) as follows:**

 

**“Amend the 1994 Employee Stock Purchase Plan to increase the maximumperiod during which an offering may be effective from twelve months to twenty-seven (27) months.”**

 

**Amended October 8, 1997, (approved at the January 14, 1998, Shareholders Meeting) as follows:**

 

**“Amend the 1994 Employee Stock Purchase Plan to increase theaggregate number of shares of Common Stock authorized for issuance under such plan by 175,000 shares.”**

 

**NOTE: Balance of shares authorized for issuance under the plan is 350,000 shares.**

 

**Amended December 9, 1999, (approved at the January 26, 2000, ShareholdersMeeting) as follows:**

 

**“Amend the 1994 EmployeeStock Purchase Plan to increase the aggregate number of shares of Common Stock authorized for issuance under such plan by 175,000 shares.”**

 

**NOTE: Balance of shares authorized for issuance under the plan is 525,000 shares.**

 

**Amended October 26, 2001, (approved at the January 23, 2002, ShareholdersMeeting) as follow:**

 

**“Amend the 1994 EmployeeStock Purchase Plan to increase the aggregate number of shares of Common Stock authorized for issuance under such plan by 200,000 shares.”**

 

**NOTE: Balance of shares authorized for issuance under the plan is 725,000 shares.**

 

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**Amended August 2003, (approved at the January 21, 2004, Shareholders Meeting) as follows:**

 

**“Amend the 1994 Employee Stock Purchase Plan to increase theaggregate number of shares of Common Stock authorized for issuance under such plan by 150,000 shares.”**

 

**NOTE: Balance of shares authorized for issuance under the plan is 875,000 shares.**

 

**Amended and restated as of August 16, 2005 as follows:**

 

**Delete subparagraph 6(c) in its entirety and replace with the following:**

 

**“(c) The purchase price of stock acquired pursuant to rightsgranted under the Plan shall be not less than the lesser of:**

 

**(i) An amount equal to the greater of (A) eighty-five percent (85%) of the fair market value of the stock on the Offering Date or (B) 50% of the fair market value of the stock on the Purchase Date;or**

 

**(ii) An amount equal to eighty-fivepercent (85%) of the fair market value of the stock on the Purchase Date.”**

 

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