**Exhibit 10.23**

 

**RF MONOLITHICS, INC.**

 

**1999 EQUITY INCENTIVE PLAN**

 

**Adopted by the Board on April 8, 1999**

**As Amended December 9, 1999**

**As Amended January 25, 2000**

**As Amended October 17, 2000**

**AsAmended September 24, 2002**

 

**1. PURPOSES.**

 

**(a)**The purpose of the Plan is to provide a meansby which selected Employees of and Consultants to the Company, and its Affiliates, may be given an opportunity to benefit from increases in value of the stock of the Company through the granting of (i) Nonstatutory Stock Options,(ii) stock bonuses, and (iii) rights to purchase restricted stock, all as defined below. 

 

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

 

**(c)**The Company intends that the Stock Awards issued under the Planshall, in the discretion of the Board or any Committee to which responsibility for administration of the Plan has been delegated pursuant to subsection 3(c), be either (i) Nonstatutory Stock Options granted pursuant to Section 6 hereof, or(ii) stock bonuses or rights to purchase restricted stock granted pursuant to Section 7 hereof. 

 

**2. DEFINITIONS.**

 

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

 

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

 

**(c)*****“Cause”*** shallmean (i) the willful breach of habitual neglect of assigned duties related to the Company, including compliance with Company policies; (ii) conviction (including any plea of nolo contendere) of Executive of any felony or crime involvingdishonesty; (iii) any act of personal dishonesty knowingly taken by Executive in connection with his responsibilities as an employee and intended to result in personal enrichment of Executive or any other person; (iv) bad faith conductthat is materially detrimental to the Company; (v) inability of Executive to perform Employee’s duties due to alcohol or illegal drug use; (vi) the Executive’s failure to comply with any legal written directive of the Board ofDirectors of the Company; or (vii) any act or omission of the Executive which is of substantial detriment to the Company because of the 

 

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Executive’s intentional failure to comply with any statute, rule or regulation, except any act or omission believed by Executive in good faith to havebeen in or not opposed to the best interest of the Company (without intent of Executive to gain, directly or indirectly, a profit to which Executive was not legally entitled) and except that Cause shall not mean bad judgment or negligence other thanhabitual neglect of duty. 

 

**(d)*****“Change ofControl”*** shall mean: 

 

**(i)**Any acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 35% ormore of either (A) the then outstanding shares of common stock of the Company (the “Outstanding Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generallyin the election of the Board of Directors of the Company (the “Outstanding Voting Securities”); or 

 

**(ii)**in connection with or in anticipation of, any acquisition, merger or reorganization in which individuals who, as of the datehereof, constitute the Board (the “incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, ornomination 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 be considered as though such individual were a member of the Incumbent Board, butexcluding, 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 terms are used in Rule 14a-11 of Regulation 14A of the Exchange Act) or otheractual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or 

 

**(iii)**the sale or other disposition of all or substantially all of the assets of the Company; but 

 

**(iv)**“Change of Control” shall not mean(A) 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 immediately prior to such acquisition,merger, or reorganization of either (1) the Outstanding Common Stock or (2) the Outstanding Voting Securities remains unchanged after such acquisition, merger or reorganization or (B) any acquisition, merger, or reorganization by anyemployee 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 bythe Board in accordance with subsection 3(c) of the Plan. 

 

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

 

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**(h)*****“Consultant”*** means any person, including an advisor, engaged by theCompany or an Affiliate of the Company to render consulting services and who is compensated for such services, *provided that* the term “Consultant” shall not include those persons who render services only as a Director. 

 

**(i)*****“Continuous Service as an Employee, Director orConsultant”***means that the service of an individual to the Company, whether as an Employee, Director or Consultant, is not interrupted or terminated. The Board or the chief executive officer of the Company may determine, in thatparty’s sole discretion, whether Continuous Service as an Employee, Director or Consultant shall 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 the Company, its Affiliates or their successors. 

 

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

 

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

 

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

 

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

 

**(n) “*****FairMarket Value”*** means, as of any date, the value of the common stock of the Company determined as follows: 

 

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

 

**(ii)**In the absence of such markets for the commonstock, the Fair Market Value shall be determined in good faith by the Board. 

 

**(o)*****“Non-Employee Director”*** means a Director who either (i) is not a current Employee or Officer of the Company or its parent or subsidiary, does not receive compensation (directlyor 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 would not be required under Item 404(a) of Regulation S-Kpromulgated 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 

 

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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. 

 

**(p)*****“Nonstatutory Stock Option”*** means an Option not intended to qualify as an “incentive stock option” pursuant to Section 422 of the Code and the regulations promulgated thereunder. 

 

**(q)*****“Officer”*** means a person who is anofficer of the Company within the meaning of Rule 4460(i)(1)(A) of the Rules of the National Association of Securities Dealers, Inc. 

 

**(r)*****“Option”*** means a stock option granted pursuant to the Plan. 

 

**(s)*****“Option Agreement”*** means a writtenagreement 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. 

 

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

 

**(u)*****“Plan”*** means this 1999 Equity Incentive Plan. 

 

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

 

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

 

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

 

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

 

**(z)*****“Voluntary Resignation”*** shall mean any termination of Executive’s employment with the Company upon suchExecutive’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, suchresignation 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). 

 

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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 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 a Nonstatutory Stock Option, a stock bonus, a right to purchaserestricted 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 permitted to receive stock pursuant to a Stock Award; and the number ofshares with respect to which a Stock Award shall be granted to each such person. 

 

**(ii)**To construe and interpret the Plan and Stock Awards granted under it, and to establish, amend and revoke rules and regulationsfor 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 Planfully effective. 

 

**(iii)**To amend thePlan or a Stock Award as provided in Section 13. 

 

**(iv)**Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote 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 committeecomposed of one or more members of the Board (the “Committee”). If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board,including the power, for the purpose of granting a Stock Award to an eligible Officer, to delegate to a subcommittee of two or more Non-Employee Directors any of the administrative powers the Committee is authorized to exercise (and references inthis 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 Board may abolish theCommittee at any time and revest in the Board the administration of the Plan. 

 

**4. SHARES SUBJECTTOTHE PLAN.**

 

**(a)**Subject to the provisions of Section 13 relating to adjustments upon changes in stock, the number of shares of stock that may be issuedpursuant to Stock Awards shall not exceed in the aggregate one million one thousand two hundred (1,001,200) shares of the Company’s common stock. If any Stock Award shall for any reason expire or otherwise terminate, in whole or in part,without having been exercised in full, the stock not acquired under such Stock Award shall revert to and again become available for issuance under the Plan. 

 

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

 

**5. ELIGIBILITY.**

 

Stock Awards may be granted only to Employees or Consultants. Providedfurther, that Covered Employees shall not be eligible to receive Stock Awards under the Plan, and Officers 

 

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other than Covered Employees are only eligible to receive grants that are an inducement essential to such individual entering into an employment agreementwith the Company or an Affiliate of the Company. 

 

**6. OPTIONPROVISIONS.**

 

Each Option shall be in suchform and shall contain such terms and conditions as the Board shall deem appropriate. The provisions of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option orotherwise) 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 Nonstatutory Stock Option shall be not less than eighty-five percent (85%) of the Fair Market Value ofthe stock subject to the Option on the date the Option 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 thepreceding sentence if such Option is granted pursuant to an assumption of 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 permittedby applicable statutes and regulations, 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 othercommon 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, orother arrangement (which may include, without limiting the generality of the foregoing, the use of other common stock of the Company) with the person to whom the Option 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 to the 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 applicableprovisions of the Code, of any amounts other than amounts stated to be interest under the deferred payment arrangement. 

 

**(d) Transferability.** An Option shall not be transferable except by will or by the laws of descent and distribution, and shall be exercisable duringthe lifetime of the person to whom the Option is granted only by such person unless the applicable Option Agreement expressly provides for other transferability. Notwithstanding the foregoing, the person to whom the Option is granted may, bydelivering 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 to exercise the Option. 

 

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**(e) Vesting.** The total number of shares of stock subject to an Option may, but need not, beallotted 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 become exercisable (“vest”) with respect to some or allof 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 but was not fully exercised. The Option may be subject to suchother 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 this subsection 6(e) are subject to any Option provisions governingthe minimum number of shares as to which an Option may be exercised. 

 

**(f) Termination of Employment or Consulting Relationship.** 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 Optioneemay exercise his or her Option (to the extent that the Optionee was entitled to exercise it as of the date of termination, unless the Option Agreement expressly provides that the Option may become exercisable for additional shares after the date oftermination) but only within such period 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 shorterperiod 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 sharescovered by the unexercisable portion 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, theOption shall terminate, and the 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 ContinuousService as an Employee, Director or Consultant (other than upon the Optionee’s death or disability) would result in liability under Section 16(b) of the Exchange Act, then the Option shall terminate on the earlier of (i) theexpiration of the term of the Option set forth in the Option 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, anOptionee’s Option Agreement may also provide that if the 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 the issuance 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 forthin 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 theOption would not be in violation of such registration 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 theextent that the Optionee was entitled to exercise it as of the date of termination, unless the Option Agreement expressly provides that the Option may become 

 

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exercisable for additional shares after 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, after termination, the Optionee doesnot exercise his or her Option within the time specified herein, the Option shall terminate, and the shares covered by such Option shall revert to and again become available for issuance under the Plan. 

 

**(h) Death of Optionee.** In the event of the death of an Optioneeduring, or within a period specified in the Option Agreement after the termination of, the Optionee’s Continuous Service as an Employee, Director or Consultant, the Option may be exercised (to the extent the Optionee was entitled to exercisethe 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 person designated to exercise the option upon the Optionee’s death pursuant tosubsection 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 shorter period specified in the Option Agreement), or (ii) the expiration of theterm 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 covered by the unexercisable portion of the Option shall revert to and again becomeavailable 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 by such Option shall revert to and again become available for issuance under thePlan. 

 

**(i) Early Exercise.** The Option may, but need not,include a provision whereby the Optionee may elect at any time during Continuous Service as an Employee, Director or Consultant to exercise the Option as to any part or all of the shares 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. 

 

**7. TERMSOF STOCK BONUSESAND PURCHASESOF RESTRICTED STOCK.**

 

Each stock 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 stockpurchase agreements 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 byreference in the 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 shalldetermine and designate in such Stock Award Agreement. Notwithstanding the 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 pastservices actually rendered to the Company or for its benefit. 

 

**(b) Transferability.** Rights under a stock bonus or restricted 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 or other 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 thestock is sold; 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 beendelegated may award 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 Continuous Service as an Employee, Director or Consultant.** In the event a participant’s Continuous Service as an Employee, Director or Consultant terminates, the Company may repurchaseor otherwise 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.** The Board or the Committeeshall have the authority to effect, at any time and from time to time, (i) the repricing of any outstanding Options under the Plan and/or (ii) with the consent of the affected holders of Options, the cancellation of any outstanding Optionsunder the Plan and the grant in substitution therefor of new Options under the Plan covering the same or different numbers of shares of stock, but having an exercise price per share per share of stock on the new grant date that results in a ratiobetween such exercise price and Fair Market Value on such date of grant that is not less than the ratio between the original exercise price and Fair Market Value on the original date of grant. Notwithstanding the foregoing, the Board or theCommittee may grant an Option with an exercise price lower than that set forth above if such Option is granted as part of a transaction described in section 424(a) of the Code. 

 

**9. COVENANTSOFTHE COMPANY.**

 

**(a)**During the terms of the Stock Awards, the Company shall keepavailable at 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 StockAward; *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 reasonableefforts, the 

 

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Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuanceand sale of stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell stock upon exercise of such Stock Awards unless and until such authority is obtained. 

 

**10. USEOF PROCEEDSFROMSTOCK.**

 

Proceeds from the sale of stockpursuant to Stock Awards shall constitute general funds of the Company. 

 

**11.MISCELLANEOUS.**

 

**(a)**The Board shallhave 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 part thereof will vest pursuant to subsection 6(e) or 7(d), notwithstanding the provisions in the Stock Award statingthe time at which it may first be exercised or the time during which it will vest. 

 

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

 

**(c)**Nothing in the Plan or any instrument executed or Stock Award granted pursuant thereto shall confer upon any Employee, Consultant or otherholder of Stock Awards any right to continue in the employ of the Company or any Affiliate (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 withor without cause to terminate the relationship of any Consultant in accordance with the terms of that Consultant’s agreement with the Company or Affiliate of the Company to which such Consultant is providing services. 

 

**(d)**The Company may require any person to whom a Stock Award isgranted, or any person to whom a Stock Award is transferred pursuant to subsection 6(d) or 7(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 

 

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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,the person 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 to any 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 in corporate structure or other transaction not involving the receipt ofconsideration 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 the outstanding Stock Awards will be appropriately adjusted in the type(s)and number of securities and price per share of stock subject 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 anyconvertible securities of the Company shall not be treated as a “transaction not involving the receipt of consideration by the Company”.) 

 

**(b)** In the event of a Change of Control, then: (i) any surviving corporation or acquiring corporation shall assume any Stock Awardsoutstanding 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)) for those 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 to Stock Awards held by persons thenperforming 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 and the Stock Awards terminated ifnot 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 not exercised (if applicable) prior to suchevent. 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 an Employee, Director or Consultant of theholder 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 prevents the holder of such award from performinghis or her duties for more than one hundred and eighty (180) days during any twelve (12) month 

 

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period, or (iv) Voluntary Resignation, then the vesting of such award shall be accelerated in full and, if applicable, such award shall be exercisablein full for the post-termination exercise period provided in such award’s agreement. 

 

**13. AMENDMENTOFTHE PLANAND STOCK AWARDS.**

 

**(a)**The Board at any time, and from time to time, may amend the Plan.

 

**(b)**The Board, in its sole discretion, may submit thePlan and/or any amendment to the Plan for stockholder approval 

 

**(c)**It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide eligible with the maximum benefits provided or to be provided under the provisions of the Code andthe regulations promulgated thereunder. 

 

**(d)**Rights andobligations 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 personconsents in writing. 

 

**(e)**The Board at any time, andfrom 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 the consent ofthe person to whom the Stock Award was granted and (ii) such person consents in writing. 

 

**14. TERMINATIONOR SUSPENSIONOFTHE PLAN.**

 

**(a)**The Board may suspend or terminate the Plan at any time. No Stock Awards may be granted under the Plan while thePlan is suspended or after it is terminated. 

 

**(b)**Rightsand 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 DATEOF PLAN.**

 

The Plan shall become effective on adoption by the Board.

 

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**RF MONOLITHICS, INC.**

 

**1999 EQUITY INCENTIVE PLAN**

 

**Amended January 25, 2000, as follows:**

 

“Amend the 1999 Equity Incentive Plan, as amended, to increase the aggregate number of shares of Common Stock authorized for issuanceunder such plan by 201,200 shares.” 

 

NOTE: Balance ofshares authorized for issuance under the plan is 401,200 shares. 

 

**Amended October 17, 2000, as follows:**

 

“Amend the 1999 Equity Incentive Plan, as amended, to increase the aggregate number of shares of Common Stock authorized for issuance under such plan by 300,000 shares. 

 

NOTE: Balance of shares authorized for issuance under the plan is 701,200shares. 

 

**Amended September 24, 2002, as follows:**

 

“Amend the 1999 Equity IncentivePlan, as amended, to increase the aggregate number of shares of Common Stock authorized for issuance under such plan by 300,000 shares. 

 

NOTE: Balance of shares authorized for issuance under the plan is 1,001,200 shares. 

 

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