SECOND AMENDED AND RESTATED
CHANGE IN CONTROL AGREEMENT
THIS SECOND AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (the "Agreement")
is entered into effective as of December 31, 2008, by and between RF MICRO
DEVICES, INC., a North Carolina corporation (the "Company"), and ROBERT A.
BRUGGEWORTH (the "Executive").
WHEREAS, the Executive has been employed by the Company in various executive
capacities, including President and Chief Executive Officer of the Company, and,
as of the date hereof, the Executive continues to be employed as the President
and Chief Executive Officer of the Company; and
WHEREAS, the Company considers the establishment and maintenance of a sound and
vital management group to be essential to protecting and enhancing the best
interests of the Company and its shareholders; and
WHEREAS, the Company has determined that the best interests of the Company and
its shareholders will be served by reinforcing and encouraging the continued
dedication of the Executive to his assigned duties without distractions arising
from a potential change in control of the Company; and
WHEREAS, this Agreement is intended to remove such distractions and to reinforce
the continued attention and dedication of the Executive to his assigned duties;
and
WHEREAS, the Executive and the Company have previously entered into an Amended
and Restated Change in Control Agreement effective as of January 10, 2003, as
amended by Amendment No. 1 thereto dated as of June 9, 2005 (the "Predecessor
Agreement"); and
WHEREAS, the Executive and the Company desire to further amend and restate the
Predecessor Agreement to, among other things, (i) comply with Section 409A of
the Internal Revenue Code of 1986, as amended (the "Code"), and all guidance
promulgated thereunder, including the final Treasury Regulations (collectively,
"Code Section 409A"), and (ii) conform certain terms contained herein with
certain terms contained in the employment agreement entered into as of
November 12, 2008 by and between the Executive and the Company (the "Employment
Agreement");
NOW, THEREFORE, in consideration of the mutual promises and agreements contained
in this Agreement and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Executive and the Company
hereby agree as follows:
1.
TERM OF AGREEMENT.
THIS AGREEMENT SHALL BECOME EFFECTIVE ON
THE DATE HEREOF AND SHALL CONTINUE IN EFFECT UNTIL THE EARLIEST OF (A) DECEMBER
31, 2009, IF NO CHANGE IN CONTROL HAS OCCURRED BEFORE THAT DATE; PROVIDED,
HOWEVER, THAT COMMENCING ON JANUARY 1, 2010 AND EACH YEAR THEREAFTER, THE TERM
OF THIS AGREEMENT SHALL AUTOMATICALLY BE EXTENDED FOR AN ADDITIONAL ONE YEAR
UNLESS, NOT LATER THAN OCTOBER 1 OF THE PREVIOUS YEAR, THE COMPANY SHALL HAVE
GIVEN NOTICE TO THE EXECUTIVE THAT IT DOES NOT WISH TO EXTEND THIS AGREEMENT
(SUCH INITIAL PERIOD, AS IT MAY BE EXTENDED AS DESCRIBED IN SECTION 1(A) HEREIN,
BEING REFERRED TO AS THE "TERM"); (B) THE TERMINATION BY EITHER PARTY OF THE
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY FOR ANY REASON PRIOR TO A CHANGE IN
CONTROL; OR (C) THE EXPIRATION FOLLOWING A CHANGE IN CONTROL OF TWO YEARS