EXHIBIT 10.1
RF MICRO DEVICES, INC.
2006 DIRECTORS STOCK OPTION PLAN
(As Amended and Restated Effective May 7, 2009)
RF MICRO DEVICES, INC.
2006 DIRECTORS STOCK OPTION PLAN
(As Amended and Restated Effective May 7, 2009)
1.
DEFINITIONS.
In addition to other terms defined herein, the following terms shall have the
meanings given below:
(A)
ADMINISTRATOR MEANS THE BOARD, AND, UPON ITS DELEGATION OF
ALL OR PART OF ITS AUTHORITY TO ADMINISTER THE PLAN TO THE COMMITTEE, THE
COMMITTEE.
(B)
AFFILIATE MEANS ANY PARENT OR SUBSIDIARY OF THE CORPORATION,
AND ALSO INCLUDES ANY OTHER BUSINESS ENTITY WHICH IS CONTROLLED BY, UNDER COMMON
CONTROL WITH OR CONTROLS THE CORPORATION; PROVIDED, HOWEVER, THAT THE TERM
"AFFILIATE" SHALL BE CONSTRUED IN A MANNER IN ACCORDANCE WITH THE REGISTRATION
PROVISIONS OF APPLICABLE FEDERAL SECURITIES LAWS AND AS PERMITTED UNDER CODE
SECTION 409A.
(C)
ANNUAL OPTION MEANS AN OPTION WHICH MAY BE GRANTED ON AN
ANNUAL BASIS TO A NONEMPLOYEE DIRECTOR OF THE CORPORATION AS PROVIDED IN
SECTION 7.
(D)
ANNUAL RSU MEANS AN RSU WHICH MAY BE GRANTED TO A NONEMPLOYEE
DIRECTOR ON AN ANNUAL BASIS UNDER THE TERMS OF THE DIRECTOR COMPENSATION PLAN
AND 2003 PLAN (OR OTHER APPLICABLE STOCK PLAN).
(E)
BOARD OR BOARD OF DIRECTORS MEANS THE BOARD OF DIRECTORS OF
THE CORPORATION.
(F)
CAUSE SHALL MEAN A PARTICIPANT'S TERMINATION OF SERVICE AS A
DIRECTOR RESULTING FROM THE PARTICIPANT'S TERMINATION FOR "CAUSE" DUE TO THE
PARTICIPANT'S (I) DISHONESTY, (II) REFUSAL TO PERFORM HIS DUTIES FOR THE
CORPORATION, (III) ENGAGING IN CONDUCT THAT COULD BE MATERIALLY DAMAGING TO THE
CORPORATION WITHOUT A REASONABLE GOOD FAITH BELIEF THAT SUCH CONDUCT WAS IN THE
BEST INTEREST OF THE CORPORATION, OR (IV) TERMINATION FOR ANY OTHER REASON WHICH
THE ADMINISTRATOR IN ITS SOLE DISCRETION DETERMINES CONSTITUTES A TERMINATION
FOR "CAUSE."
(G)
CHANGE OF CONTROL:
(I)
GENERAL:
EXCEPT AS MAY BE OTHERWISE PROVIDED IN AN
INDIVIDUAL OPTION AGREEMENT OR AS MAY BE OTHERWISE REQUIRED IN ORDER TO COMPLY
WITH CODE SECTION 409A, A CHANGE OF CONTROL SHALL BE DEEMED TO HAVE OCCURRED ON
THE EARLIEST OF THE FOLLOWING DATES:
(A)
THE DATE ANY ENTITY OR PERSON SHALL HAVE BECOME THE BENEFICIAL
OWNER OF, OR SHALL OBTAINED VOTING CONTROL OVER, FIFTY-ONE (51%) OR MORE OF THE
OUTSTANDING COMMON STOCK OF THE CORPORATION.
(B)
THE DATE THE SHAREHOLDERS OF THE CORPORATION APPROVE A
DEFINITIVE AGREEMENT (X) TO MERGE OR CONSOLIDATE THE CORPORATION WITH OR INTO
ANOTHER CORPORATION OR OTHER BUSINESS ENTITY (EACH, A "CORPORATION"), IN WHICH
THE CORPORATION IS NOT THE CONTINUING OR SURVIVING CORPORATION OR PURSUANT TO
WHICH ANY SHARES OF COMMON STOCK OF THE CORPORATION WOULD BE CONVERTED INTO
CASH, SECURITIES OR OTHER PROPERTY OF ANOTHER CORPORATION, OTHER THAN A MERGER
OR CONSOLIDATION OF THE CORPORATION IN WHICH HOLDERS OF COMMON STOCK IMMEDIATELY
PRIOR TO THE MERGER OR CONSOLIDATION HAVE THE SAME PROPORTIONATE OWNERSHIP OF
COMMON STOCK OF THE SURVIVING CORPORATION IMMEDIATELY AFTER THE MERGER AS
IMMEDIATELY BEFORE, OR (Y) TO SELL OR OTHERWISE DISPOSE OF ALL OR SUBSTANTIALLY
ALL THE ASSETS OF THE