**Exhibit 10.21**

 

**RF MONOLITHICS, INC.**

 

**1997 EQUITY INCENTIVE PLAN**

 

**Adopted October 8, 1997**

**Approved by Stockholders January 14, 1998**

**Amended October 14, 1998**

**Approved by Stockholders January 27, 1999**

**As Amended December 9, 1999**

**Approved by Stockholders January 26, 2000**

**As Amended October 17, 2000**

**Approved by Stockholders January 24, 2001**

**As Amended November 5, 2001**

**Approved by Stockholders January 23, 2002**

**As Amended September 24, 2002**

**Approved by Stockholders January 22, 2003**

**As Amended August 12, and November 19, 2003**

**Approved by Stockholders January 21, 2004**

 

 

(a) The purpose of the Plan is to provide a means by which selected Employees and Directors of and Consultants to the Company, and its Affiliates, may begiven an opportunity to benefit from increases in value of the stock of the Company through the granting of (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) stock bonuses, and (iv) rights to purchase restrictedstock, all as defined below. 

 

(b) The Company, by means of thePlan, seeks to retain the services of persons who are now Employees or Directors of or Consultants to the Company or its Affiliates, to secure and retain the services of new Employees, Directors and Consultants, and to provide incentives for suchpersons to exert maximum efforts for the success of the Company and its Affiliates. 

 

(c) The Company intends that the Stock Awards issued under the Plan shall, in the discretion of the Board or any Committee to which responsibility for administration of the Plan has been delegated pursuant tosubsection 3(c), be either (i) Options granted pursuant to Section 6 hereof, including Incentive Stock Options and Nonstatutory Stock Options, or (ii) stock bonuses or rights to purchase restricted stock granted pursuant toSection 7 hereof. All Options shall be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and in such form as issued pursuant to Section 6, and a separate certificate or certificates will beissued for shares purchased on exercise of each type of Option. 

2.**DEFINITIONS**. 
 

(a) ***“Affiliate”*** means any parent corporation or subsidiary corporation, whether now or hereafter existing, as those terms aredefined in Sections 424(e) and (f) respectively, of the Code. 

 

(b) ***“Board”*** means the Board of Directors of the Company. 

 

(c) ***“Cause”*** shall mean (i) the willful breach of habitual neglect of assigned duties related to the Company, including compliance with Company policies; (ii) conviction (including anyplea of nolo contendere) of Executive of any felony or crime involving dishonesty; (iii) any act of personal dishonesty knowingly taken by Executive in connection with his responsibilities as an employee and intended to result in personalenrichment of Executive or any other person; (iv) bad faith conduct that is materially detrimental to the Company; (v) inability of Executive to perform Employee’s duties due to alcohol or illegal drug use; (vi) theExecutive’s failure to comply with any legal written directive of the Board of Directors of the Company; or (vii) any act or omission of the Executive which is of substantial detriment to the Company because of the Executive’sintentional failure to comply with any statute, rule or regulation, except any act or omission believed by Executive in good faith to have been in or not opposed to the best interest of the Company (without intent of Executive to gain, directly orindirectly, a profit to which Executive was not legally entitled) and except that Cause shall not mean bad judgment or negligence other than habitual neglect of duty. 

 

(d) ***“Change of Control”*** shall mean: 

 

i. Any acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or14(d)(2) of the Exchange Act (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 35% or more of either (A) the then outstanding shares of common stock of the Company (the “OutstandingCommon Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of the Board of Directors of the Company (the “Outstanding Voting Securities”);or 

 

ii. in connection with or in anticipationof, any acquisition, merger or reorganization in which individuals who, as of the date hereof, constitute the Board (the “incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that anyindividual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall beconsidered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such termsare used in Rule 14a-11 of Regulation 14A of the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or 

 

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iii. the sale or other disposition of all or substantially all of the assets of theCompany; but 

 

iv. “Change ofControl” shall not mean (i) any acquisition, merger, or reorganization by the Company in which the beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 65% or more of the stockholders of the Company immediatelyprior to such acquisition, merger, or reorganization of either (A) the Outstanding Common Stock or (B) the Outstanding Voting Securities remains unchanged after such acquisition, merger or reorganization or (ii) any acquisition,merger, or reorganization by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company. 

 

(e) ***“Code”*** means the Internal Revenue Code of 1986, as amended. 

 

(f) ***“Committee”*** means a Committee appointed by the Board in accordance with subsection 3(c) ofthe Plan. 

 

(g) ***“Company”*** means RFMonolithics, Inc., a Delaware corporation. 

 

(h)***“Consultant”*** means any person, including an advisor, engaged by the Company or an Affiliate to render consulting services and who is compensated for such services, provided that the term “Consultant” shall notinclude Directors who are paid only a director’s fee by the Company or who are not compensated by the Company for their services as Directors. 

 

(i) ***“Continuous Service as an Employee, Director or Consultant”*** means that the service of an individual to the Company, whether asan Employee, Director or Consultant, is not interrupted or terminated. The Board or the chief executive officer of the Company may determine, in that party’s sole discretion, whether Continuous Service as an Employee, Director or Consultantshall be considered interrupted in the case of: (i) any leave of absence approved by the Board or the chief executive officer of the Company, including sick leave, military leave, or any other personal leave; or (ii) transfers between theCompany, Affiliates or their successors. 

 

(j)***“Covered Employee”*** means the chief executive officer and the four (4) other highest compensated officers of the Company for whom total compensation is required to be reported to stockholders under the Exchange Act, asdetermined for purposes of Section 162(m) of the Code. 

 

(k) ***“Director”*** means a member of the Board. 

 

(l) ***“Employee”*** means any person, including Officers and Directors, employed by the Company or any Affiliate of the Company. Neither service as a Director nor payment of a director’s fee bythe Company shall be sufficient to constitute “employment” by the Company. 

 

(m) ***“Exchange Act”*** means the Securities Exchange Act of 1934, as amended. 

 

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(n) **“*****Fair Market Value”*** means, as of any date, the value of the commonstock of the Company determined as follows: 

 

(1) If the common stock is listed on any established stock exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap Market, the Fair Market Value of a share of common stock shall be the closing sales price for such stock (orthe closing bid, if no sales were reported) as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Company’s common stock) on the last market trading day prior to the day of determination, asreported in *The Wall Street Journal* or such other source as the Board deems reliable. 

 

(2) In the absence of such markets for the common stock, the Fair Market Value shall be determined in good faith by the Board. 

 

(o) ***“Incentive Stock Option”*** means an Optionintended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder. 

 

(p) ***“Listing Date”*** means the first date upon which any security of the Company is listed (or approved for listing) upon notice ofissuance on any securities exchange, or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer quotation system if such securities exchange or interdealer quotation system has been certifiedin accordance with the provisions of Section 25100(o) of the California Corporate Securities Law of 1968. 

 

(q) ***“Non-Employee Director”*** means a Director who either (i) is not a current Employee or Officer of the Company or its parentor subsidiary, does not receive compensation (directly or indirectly) from the Company or its parent or subsidiary for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure wouldnot be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an interest in any other transaction as to which disclosure would be required under Item 404(a)of Regulation S-K, and is not engaged in a business relationship as to which disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3.

 

(r) ***“Nonstatutory Stock Option”*** meansan Option not intended to qualify as an Incentive Stock Option. 

 

(s) ***“Officer”*** means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 

 

(t) ***“Option”*** means a stock option granted pursuant tothe Plan. 

 

(u) ***“Option Agreement”*** meansa written agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan. 

 

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(v) ***“Optionee”*** means a person to whom an Option is granted pursuant to the Planor, if applicable, such other person who holds an outstanding Option. 

 

(w) ***“Outside Director”*** means a Director who either (i) is not a current employee of the Company or an “affiliated corporation” (within the meaning of the Treasury regulations promulgated underSection 162(m) of the Code), is not a former employee of the Company or an “affiliated corporation” receiving compensation for prior services (other than benefits under a tax qualified pension plan), was not an officer of the Companyor an “affiliated corporation” at any time, and is not currently receiving direct or indirect remuneration from the Company or an “affiliated corporation” for services in any capacity other than as a Director, or (ii) isotherwise considered an “outside director” for purposes of Section 162(m) of the Code. 

 

(x) ***“Plan”*** means this 1997 Long-Term Equity Incentive Plan. 

 

(y) ***“Rule 16b-3”*** means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3,as in effect with respect to the Company at the time discretion is being exercised regarding the Plan. 

 

(z) ***“Securities Act”*** means the Securities Act of 1933, as amended. 

 

(aa) ***“Stock Award”*** means any right granted under the Plan, including any Option, any stock bonus,and any right to purchase restricted stock. 

 

(bb)***“Stock Award Agreement”*** means a written agreement between the Company and a holder of a Stock Award evidencing the terms and conditions of an individual Stock Award grant. Each Stock Award Agreement shall be subject to theterms and conditions of the Plan. 

 

(cc) ***“VoluntaryResignation”*** shall mean any termination of Executive’s employment with the Company upon such Executive’s own initiative, including Executive’s retirement, provided, however, that if such Executive’s salary, title,duties, or benefits are materially reduced subsequent to or in anticipation of a Change of Control, such resignation by the Executive shall not be deemed a “Voluntary Resignation.” 

 
3.**ADMINISTRATION**. 
 

(a) The Plan shall be administered by the Board unless and until the Board delegates administration to a Committee, as provided in subsection 3(c).

 

(b) The Board shall have the power, subject to, and within thelimitations of, the express provisions of the Plan: 

 

(1) To determine from time to time which of the persons eligible under the Plan shall be granted Stock Awards; when and how each Stock Award shall be granted; whether a Stock Award will be an Incentive Stock Option, a Nonstatutory StockOption, a stock bonus, a right to purchase restricted stock, or a combination of the foregoing; the provisions of each Stock Award granted (which need not be identical), including the time or times when a person shall be 

 

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permitted to receive stock pursuant to a Stock Award and the number of shares with respect to which a Stock Award shall be granted to each such person.

 

(2) To construe and interpret the Plan andStock Awards 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 or in any Stock Award Agreement,in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective. 

 

(3) To amend the Plan or a Stock Award as provided in Section 13. 

 

(4) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient topromote the best interests of the Company which are not in conflict with the provisions of the Plan. 

 

(c) The Board may delegate administration of the Plan to a committee of the Board composed of not fewer than two (2) members (the“Committee”), all of the members of which Committee may be, in the discretion of the Board, Non-Employee Directors and/or Outside Directors. If administration is delegated to a Committee, the Committee shall have, in connection with theadministration of the Plan, the powers theretofore possessed by the Board, including the power to delegate to a subcommittee of two (2) or more Outside Directors any of the administrative powers the Committee is authorized to exercise (andreferences in this Plan to the Board shall thereafter be to the Committee or such a subcommittee), 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 Boardmay abolish the Committee at any time and revest in the Board the administration of the Plan. Notwithstanding anything in this Section 3 to the contrary, the Board or the Committee may delegate to a committee of one or more members of the Boardthe authority to grant Stock Awards to eligible persons who (1) are not then subject to Section 16 of the Exchange Act and/or (2) are either (i) not then Covered Employees and are not expected to be Covered Employees at the timeof recognition of income resulting from such Stock Award, or (ii) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code. 

 
4.**SHARES SUBJECT TO THE PLAN**. 
 

(a) Subject to the provisions of Section 12 relating to adjustmentsupon changes in stock, the stock that may be issued pursuant to Stock Awards shall not exceed in the aggregate two million one hundred ninety four thousand (2,194,000) shares of the Company’s common stock plus up to two hundred forty eightthousand seven hundred sixty eight (248,768) shares of the Company’s common stock which is currently subject to outstanding awards under the Company’s 1994 Non-Employee Directors’ Stock Option Plan that may subsequently cease tobe subject to such awards (as a result of cancellations or expirations of options) and will then become available under the Plan. If any Stock Award shall for any reason expire or otherwise terminate, in whole or in part, without having beenexercised in full, the stock not acquired under such Stock Award shall revert to and again become available for issuance under the Plan. 

 

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(b) The stock subject to the Plan may be unissued shares or reacquired shares, bought on the market orotherwise. 

 
5.**ELIGIBILITY**. 
 

(a) Incentive Stock Options may be granted only to Employees. Stock Awards other than Incentive Stock Options may be granted only to Employees, Directorsor Consultants. 

 

(b) No person shall be eligible for the grantof an Incentive Stock Option if, at the time of grant, such person owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock ofthe Company or of any of its Affiliates unless the exercise price of such Incentive Stock Option is at least one hundred ten percent (110%) of the Fair Market Value of such stock at the date of grant and the Incentive Stock Option is notexercisable after the expiration of five (5) years from the date of grant. 

 

(c) Subject to the provisions of Section 12 relating to adjustments upon changes in stock, no person shall be eligible to be granted Options covering more than two hundred fifty thousand (250,000) shares ofthe Company’s common stock in any calendar year. 

 
6.**OPTION PROVISIONS**. 
 

Each Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The provisions of separate Options neednot be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions: 

 

(a) **Term.** No Option shall be exercisable after the expiration of ten (10) years from the date it was granted.

 

(b) **Price.** The exercise price of each Incentive StockOption shall be not less than one hundred percent (100%) of the Fair Market Value of the stock subject to the Option on the date the Option is granted; the exercise price of each Nonstatutory Stock Option shall be determined on the date theOption is granted. Notwithstanding the foregoing, an Option (whether an Incentive Stock Option or a Nonstatutory Stock Option) may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is grantedpursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code. 

 

(c) **Consideration.** The purchase price of stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes andregulations, either (i) in cash at the time the Option is exercised, or (ii) at the discretion of the Board or the Committee, at the time of the grant of the Option, (A) by delivery to the Company of other common stock of the Company,(B) according to a deferred payment arrangement, except that payment of the common stock’s “par value” (as defined in the Delaware General Corporation Law) shall not be made by deferred payment, or other arrangement (which mayinclude, without limiting the generality of the foregoing, the use of other common stock of the Company) with the person to whom the Option 

 

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is granted or to whom the Option is transferred pursuant to subsection 6(d), or (C) in any other form of legal consideration that may be acceptable tothe Board. 

 

In the case of any deferred payment arrangement,interest shall be compounded at least annually and shall be charged at the minimum rate of interest necessary to avoid the treatment as interest, under any applicable provisions of the Code, of any amounts other than amounts stated to be interestunder the deferred payment arrangement. 

 

(d)**Transferability.** An Incentive Stock Option shall not be transferable except by will or by the laws of descent and distribution, and shall be exercisable during the lifetime of the person to whom the Incentive Stock Option is granted only bysuch person. A Nonstatutory Stock Option shall only be transferable by the Optionee upon such terms and conditions as are set forth in the Option Agreement for such Nonstatutory Stock Option, as the Board or the Committee shall determine in itsdiscretion. The person to whom the Option is granted may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionee, shall thereafter be entitled toexercise the Option. 

 

(e) **Vesting.** The total number ofshares of stock subject to an Option may, but need not, be allotted in periodic installments (which may, but need not, be equal). The Option Agreement may provide that from time to time during each of such installment periods, the Option may becomeexercisable (“vest”) with respect to some or all of the shares allotted to that period, and may be exercised with respect to some or all of the shares allotted to such period and/or any prior period as to which the Option became vested butwas not fully exercised. The Option may be subject to such other terms and conditions on the time or times when it may be exercised (which may be based on performance or other criteria) as the Board may deem appropriate. The provisions of thissubsection 6(e) are subject to any Option provisions governing the minimum number of shares as to which an Option may be exercised. 

 

(f) **Termination of Employment or Relationship as a Director or Consultant.** In the event an Optionee’s Continuous Service as an Employee,Director or Consultant terminates (other than upon the Optionee’s death or disability), the Optionee may exercise his or her Option (to the extent that the Optionee was entitled to exercise it as of the date of termination) but only within suchperiod of time ending on the earlier of (i) the date three (3) months following the termination of the Optionee’s Continuous Service as an Employee, Director or Consultant (or such longer or shorter period specified in the OptionAgreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, at the date of termination, the Optionee is not entitled to exercise his or her entire Option, the shares covered by the unexercisableportion of the Option shall revert to and again become available for issuance under the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified in the Option Agreement, the Option shall terminate, andthe shares covered by such Option shall revert to and again become available for issuance under the Plan. 

 

An Optionee’s Option Agreement may also provide that if the exercise of the Option following the termination of the Optionee’s Continuous Statusas an Employee, Director, or Consultant (other than upon the Optionee’s death or disability) would result in liability under 

 

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Section 16(b) of the Exchange Act, then the Option shall terminate on the earlier of (i) the expiration of the term of the Option set forth in theOption Agreement, or (ii) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b) of the Exchange Act. Finally, an Optionee’s Option Agreement may also provide that ifthe exercise of the Option following the termination of the Optionee’s Continuous Service as an Employee, Director or Consultant (other than upon the Optionee’s death or disability) would be prohibited at any time solely because theissuance of shares would violate the registration requirements under the Securities Act, then the Option shall terminate on the earlier of (i) the expiration of the term of the Option set forth in the first paragraph of this subsection 6(f), or(ii) the expiration of a period of three (3) months after the termination of the Optionee’s Continuous Service as an Employee, Director or Consultant during which the exercise of the Option would not be in violation of suchregistration requirements. 

 

(g) **Disability of Optionee.**In the event an Optionee’s Continuous Service as an Employee, Director or Consultant terminates as a result of the Optionee’s disability, the Optionee may exercise his or her Option (to the extent that the Optionee was entitled to exerciseit as of the date of termination), but only within such period of time ending on the earlier of (i) the date twelve (12) months following such termination (or such longer or shorter period specified in the Option Agreement), or(ii) the expiration of the term of the Option as set forth in the Option Agreement. If, at the date of termination, the Optionee is not entitled to exercise his or her entire Option, the shares covered by the unexercisable portion of the Optionshall revert to and again become available for issuance under the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate, and the shares covered by such Option shallrevert to and again become available for issuance under the Plan. 

 

(h)**Death of Optionee.** In the event of the death of an Optionee during, or within a period specified in the Option Agreement after the termination of, the Optionee’s Continuous Service as an Employee, Director or Consultant, theOption may be exercised (to the extent the Optionee was entitled to exercise the Option as of the date of death) by the Optionee’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a persondesignated to exercise the option upon the Optionee’s death pursuant to subsection 6(d), but only within the period ending on the earlier of (i) the date eighteen (18) months following the date of death (or such longer or shorterperiod specified in the Option Agreement), or (ii) the expiration of the term of such Option as set forth in the Option Agreement. If, at the time of death, the Optionee was not entitled to exercise his or her entire Option, the shares coveredby the unexercisable portion of the Option shall revert to and again become available for issuance under the Plan. If, after death, the Option is not exercised within the time specified herein, the Option shall terminate, and the shares covered bysuch Option shall revert to and again become available for issuance under the Plan. 

 

(i) **Early Exercise.** The Option may, but need not, include a provision whereby the Optionee may elect at any time while an Employee, Director or Consultant to exercise the Option as to any part or all of theshares subject to the Option prior to the full vesting of the Option. Any unvested shares so purchased may be subject to a repurchase right in favor of the Company or to any other restriction the Board determines to be appropriate. 

 

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(j) **Re-Load Options.** Without in any way limiting the authority of the Board or Committee to makeor not to make grants of Options hereunder, the Board or Committee shall have the authority (but not an obligation) to include as part of any Option Agreement a provision entitling the Optionee to a further Option (a “Re-Load Option”) inthe event the Optionee exercises the Option evidenced by the Option agreement, in whole or in part, by surrendering other shares of Common Stock in accordance with this Plan and the terms and conditions of the Option Agreement. Any such Re-LoadOption (i) shall be for a number of shares equal to the number of shares surrendered as part or all of the exercise price of such Option; (ii) shall have an expiration date which is the same as the expiration date of the Option theexercise of which gave rise to such Re-Load Option; and (iii) shall have an exercise price which is equal to one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Re-Load Option on the date of exercise ofthe original Option. Notwithstanding the foregoing, a Re-Load Option which is an Incentive Stock Option and which is granted to a 10% stockholder (as described in subsection 5(b)), shall have an exercise price which is equal to one hundred tenpercent (110%) of the Fair Market Value of the stock subject to the Re-Load Option on the date of exercise of the original Option and shall have a term which is no longer than five (5) years. 

 

Any such Re-Load Option may be an Incentive Stock Option or a NonstatutoryStock Option, as the Board or Committee may designate at the time of the grant of the original Option; *provided, however,* that the designation of any Re-Load Option as an Incentive Stock Option shall be subject to the one hundred thousanddollar ($100,000) annual limitation on exercisability of Incentive Stock Options described in subsection 11(e) of the Plan and in Section 422(d) of the Code. There shall be no Re-Load Options on a Re-Load Option. Any such Re-Load Option shallbe subject to the availability of sufficient shares under subsection 4(a) and the limits on the grants of Options under subsection 5(c) and shall be subject to such other terms and conditions as the Board or Committee may determine which are notinconsistent with the express provisions of the Plan regarding the terms of Options. 

 
7.**TERMS OF STOCK BONUSES AND PURCHASES OF RESTRICTEDSTOCK**. 
 

Eachstock bonus or restricted stock purchase agreement shall be in such form and shall contain such terms and conditions as the Board or the Committee shall deem appropriate. The terms and conditions of stock bonus or restricted stock purchaseagreements may change from time to time, and the terms and conditions of separate agreements need not be identical, but each stock bonus or restricted stock purchase agreement shall include (through incorporation of provisions hereof by reference inthe agreement or otherwise) the substance of each of the following provisions as appropriate: 

 

**(a) Purchase Price.** The purchase price under each restricted stock purchase agreement shall be such amount as the Board or Committee shall determine and designate in such Stock Award Agreement. Notwithstandingthe foregoing, the Board or the Committee may determine that eligible participants in the Plan may be awarded stock pursuant to a stock bonus agreement in consideration for past services actually rendered to the Company or for its benefit.

 

**(b) Transferability.** Rights under a stock bonus orrestricted stock purchase agreement shall be transferable by the grantee only upon such terms and conditions as are set 

 

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forth in the applicable Stock Award Agreement, as the Board or the Committee shall determine in its discretion, so long as stock awarded under such StockAward Agreement remains subject to the terms of the agreement. 

 

**(c) Consideration.** The purchase price of stock acquired pursuant to a stock purchase agreement shall be paid either: (i) in cash at the time of purchase; (ii) at the discretion of the Board or the Committee, according to adeferred payment arrangement, except that payment of the common stock’s “par value” (as defined in the Delaware General Corporation Law) shall not be made by deferred payment, or other arrangement with the person to whom the stock issold; or (iii) in any other form of legal consideration that may be acceptable to the Board or the Committee in its discretion. Notwithstanding the foregoing, the Board or the Committee to which administration of the Plan has been delegated mayaward stock pursuant to a stock bonus agreement in consideration for past services actually rendered to the Company or for its benefit. 

 

**(d) Vesting.** Shares of stock sold or awarded under the Plan may, but need not, be subject to a repurchase option in favor of the Company inaccordance with a vesting schedule to be determined by the Board or the Committee. 

 

**(e) Termination of Employment or Relationship as a Director or Consultant.** In the event a Participant’s Continuous Service as an Employee, Director or Consultant terminates, the Company may repurchase orotherwise reacquire any or all of the shares of stock held by that person which have not vested as of the date of termination under the terms of the stock bonus or restricted stock purchase agreement between the Company and such person. 

 
8.**CANCELLATION AND RE-GRANT OF OPTIONS**. 
 

(a) The Board or the Committee shall have the authority to effect, at anytime and from time to time, with the consent of the affected holders of Options, the cancellation of any outstanding Options under the Plan and the grant in substitution therefor of new Options under the Plan covering the same or different numbersof shares of stock, but having an exercise price per share not less than the ratio between the original exercise price and Fair Market Value on the original date of grant (one hundred percent (100%) of the Fair Market Value in the case of anIncentive Stock Option) or, in the case of a 10% stockholder (as described in subsection 5(b)) receiving a new grant of an Incentive Stock Option, not less than one hundred ten percent (110%) of the Fair Market Value) per share of stock on thenew grant date. Notwithstanding the foregoing, the Board or the Committee may grant an Option with an exercise price lower than that set forth above if such Option is granted as part of a transaction to which section 424(a) of the Code applies.

 

(b) Shares subject to an Option canceled under thisSection 8 shall continue to be counted against the maximum award of Options permitted to be granted pursuant to subsection 5(c) of the Plan. The provisions of this subsection 8(b) shall be applicable only to the extent required bySection 162(m) of the Code. 

 

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9.**COVENANTS OF THE COMPANY**. 
 

(a) During the terms of the Stock Awards, the Company shall keep availableat all times the number of shares of stock required to satisfy such Stock Awards. 

 

(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 Stock Award;provided, however, that this undertaking shall not require the Company to register under the Securities Act either the Plan, any Stock Award or any stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts, the Companyis 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 relieved from any liability for failure toissue and sell stock upon exercise of such Stock Awards unless and until such authority is obtained. 

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

Proceeds from the sale of stock pursuant to Stock Awards shall constitutegeneral funds of the Company. 

 
11.**MISCELLANEOUS**. 
 

The Board shall have the power to accelerate the time at which a Stock Award may first be exercised or the time during which a Stock Award or any partthereof will vest pursuant to subsection 6(e), 7(d) or 8(b), notwithstanding the provisions in the Stock Award stating the time at which it may first be exercised or the time during which it will vest. 

 

(a) Neither an Employee, Director or Consultant nor any person to whom aStock Award is transferred under subsection 6(d), 7(b), or 8(b) shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares subject to such Stock Award unless and until such person has satisfied allrequirements for exercise of the Stock Award pursuant to its terms. 

 

(b) Nothing in the Plan or any instrument executed or Stock Award granted pursuant thereto shall confer upon any Employee, Director, Consultant or other holder of Stock Awards any right to continue in the employ of the Company or anyAffiliate (or to continue acting as a Director or Consultant) or shall affect the right of the Company or any Affiliate to terminate the employment of any Employee with or without cause the right of the Company’s Board of Directors and/or theCompany’s stockholders to remove any Director as provided in the Company’s Bylaws and the provisions of the Delaware General Corporation Law, or the right to terminate the relationship of any Consultant subject to the terms of suchConsultant’s agreement with the Company or Affiliate. 

 

(c)To the extent that the aggregate Fair Market Value (determined at the time of grant) of stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionee during any calendar year under all plans of the Companyand its Affiliates exceeds one hundred thousand dollars ($100,000), the Options or portions thereof which exceed such 

 

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limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options. 

 

(d) The Company may require any person to whom a Stock Award is granted, orany person to whom a Stock Award is transferred pursuant to subsection 6(d), 7(b) or 8(b), as a condition of exercising or acquiring stock under any Stock Award, (1) to give written assurances satisfactory to the Company as to suchperson’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters, and that he or she iscapable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Stock Award; and (2) to give written assurances satisfactory to the Company stating that such person is acquiring the stocksubject to the Stock Award for such person’s own account and not with any present intention of selling or otherwise distributing the stock. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperativeif (i) the issuance of the shares upon the exercise or acquisition of stock under the Stock Award has been registered under a then currently effective registration statement under the Securities Act, or (ii) as to any particularrequirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stockcertificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the stock. 

 

(e) To the extent provided by the terms of a Stock Award Agreement, theperson to whom a Stock Award is granted may satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of stock under a Stock Award by any of the following means or by a combination of such means:(1) tendering a cash payment; (2) authorizing the Company to withhold shares from the shares of the common stock otherwise issuable to the participant as a result of the exercise or acquisition of stock under the Stock Award; or(3) delivering to the Company owned and unencumbered shares of the common stock of the Company. 

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

(a) If any change is made in the stock subject to the Plan, or subject toany Stock Award (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change incorporate structure or other transaction not involving the receipt of consideration by the Company), the Plan will be appropriately adjusted in the type(s) and maximum number of securities subject to the Plan pursuant to subsection 4(a) and themaximum number of securities subject to award to any person during any calendar year pursuant to subsection 5(c), and the outstanding Stock Awards will be appropriately adjusted in the type(s) and number of securities and price per share of stocksubject to such outstanding Stock Awards. Such adjustments shall be made by the Board or the Committee, the determination of which shall be final, binding and conclusive. (The conversion of any convertible securities of the Company shall not betreated as a “transaction not involving the receipt of consideration by the Company”.) 

 

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(b) In the event of a Change of Control, then: (i) any surviving corporation or acquiringcorporation shall assume any Stock Awards outstanding under the Plan or shall substitute similar stock awards (including an award to acquire the same consideration paid to the stockholders in the transaction described in this subsection 12(b)) forthose outstanding under the Plan, or (ii) in the event any surviving corporation or acquiring corporation refuses to assume such Stock Awards or to substitute similar stock awards for those outstanding under the Plan, (A) with respect toStock Awards held by persons then performing services as Employees, Directors or Consultants the vesting of such Stock Awards (and, if applicable, the time during which such Stock Awards may be exercised) shall be accelerated prior to such event andthe Stock Awards terminated if not exercised (if applicable) after such acceleration and at or prior to such event, and (B) with respect to any other Stock Awards outstanding under the Plan, such Stock Awards shall be terminated if notexercised (if applicable) prior to such event. If any acquiring or surviving corporation assumes Stock Awards outstanding under the Plan or substitutes similar stock awards for those outstanding under the Plan, then if the Continuous Service as anEmployee, Director or Consultant of the holder of a Stock Award (or substitute stock award) is terminated for any reason other than (i) death, (ii) Cause, (iii) illness, accident, or other physical or mental incapacity which preventsthe holder of such award from performing his or her duties for more than one hundred and eighty (180) days during any twelve (12) month period, or (iv) Voluntary Resignation, then the vesting of such award shall be accelerated in fulland, if applicable, such award shall be exercisable in full for the post-termination exercise period provided in such award’s agreement. 

 
13.**AMENDMENT OF THE PLANAND STOCK AWARDS**.
 

(a) The Board at any time, and from time totime, may amend the Plan. However, except as provided in Section 12 relating 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 afterthe adoption of the amendment, where the amendment will: 

 

(i) Increase the number of shares reserved for Stock Awards under the Plan; 

 

(ii) Modify the requirements as to eligibility for participation in the Plan (to the extent such modification requires stockholderapproval in order for the Plan to satisfy the requirements of Section 422 of the Code); or 

 

(iii) Modify the Plan in any other way if such modification requires stockholder approval in order for the Plan to satisfy therequirements of Section 422 of the Code or to comply with exchange listing requirements. 

 

(b) The Board may in its sole discretion submit any other amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements ofSection 162(m) of the Code and the regulations promulgated thereunder regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation paid to certain executive officers. 

 

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(c) It is expressly contemplated that the Board may amend the Plan in any respect the Board deemsnecessary or advisable to provide eligible Employees with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock Options and/or to bring the Plan and/orIncentive Stock Options granted under it into compliance therewith. 

 

(d) Rights and obligations under any Stock Award granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (i) the Company requests the consent of the person to whom the Stock Award was granted and(ii) such person consents in writing. 

 

(e) The Board atany time, and from time to time, may amend the terms of any one or more Stock Award; provided, however, that the rights and obligations under any Stock Award shall not be impaired by any such amendment unless (i) the Company requests theconsent of the person to whom the Stock Award was granted and (ii) such person consents in writing. 

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

(a) The Board may suspend or terminate the Plan at any time. Unless soonerterminated, the Plan shall terminate on the day prior to the tenth anniversary of the earlier of the date the Plan is adopted by the Board or the date the Plan is approved by the stockholders of the Company. No Stock Awards may be granted under thePlan while the Plan is suspended or after it is terminated. 

 

(b) Rights and obligations under any Stock Award granted while the Plan is in effect shall not be impaired by suspension or termination of the Plan, except with the written consent of the person to whom the Stock Award was granted.

 
15.**EFFECTIVE DATE OF PLAN**. 
 

The Plan shall become effective as determined by the Board, but no StockAwards granted under the Plan shall be exercised unless and until the Plan has been approved by the stockholders of the Company, which approval shall be within twelve (12) months before or after the date the Plan is adopted by the Board.

 

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**RF MONOLITHICS, INC.**

 

**1997 EQUITY INCENTIVE PLAN**

**(Formerly the 1982 Stock Option Plan)**

 

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

 

**“Amendment and restatement of the Amended and Restated 1982 Stock Option Plan, as the 1997 Equity Incentive Plan and to increase the aggregatenumber of shares of common Stock authorized for issuance under such plan by 325,000 shares.”**

 

**NOTE: Balance of shares authorized for issuance under the plan is 975,000 shares.**

 

**Amended October 14, 1998, (approved at the January 27, 1999, ShareholdersMeeting) as follows:**

 

**“Amend the 1997 EquityIncentive 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 1,175,000 shares.**

 

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

 

**“Amend the 1997 EquityIncentive Plan, as amended, to increase the aggregate number of shares of Common Stock authorized for issuance under such plan by 200,000 share and to eliminate the Board’s authority and discretion to reprice options.”**

 

**NOTE: Balance of shares authorized for issuance under the plan is1,375,000 shares.**

 

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**Amended October 17, 2000, (approved at the January 24, 2001, Shareholders Meeting as follows:**

 

**“Amend the 1997 Equity Incentive Plan, asamended, 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 1,575,000 shares.**

 

**Amended November 5, 2001, (approved at the January 23, 2002 Shareholders Meetingas follows:**

 

**“Amend the 1997 Equity IncentivePlan, as amended, to increase the aggregate number of shares of Common Stock authorized for issuance under such plan by 100,000 shares.”**

 

**NOTE: Balance of shares authorized for issuance under the plan is 1,675,000 shares.**

 

**Amended September 24, 2002, (approved at the January 22, 2003 ShareholdersMeeting) as follows:**

 

**“Amend the 1997 EquityIncentive Plan, as amended, 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 1,875,000 shares.**

 

**Amended August 12, and November 19, 2004, (approved at the January 21, 2004Shareholders Meeting) as follows:**

 

**“Amend the 1997Equity Incentive Plan, as amended, to (a) increase the aggregate number of shares of Common Stock authorized for issuance under such plan by 200,000 shares and (b) to authorize for issuance under the plan shares of common stock which as ofJanuary 21, 2004**

 

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**are, or thereafter become, available for future grant under the terms of our 1994 Non-Employee Directors’ Stock Option Plan (including sharesreturned to that plan as a result of expirations or terminations of options for any reason before or after expiration of our authority to grant options under that plan on April 19, 2004).”**

 

**NOTE: Balance of shares authorized for issuance under the plan is2,194,000 shares.**

 

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