EXHIBIT 10.3
RF MICRO DEVICES, INC.
2006 DIRECTORS STOCK OPTION PLAN
Stock Option Agreement
(Annual/Supplemental Option)
THIS AGREEMENT (together with Schedule A, attached hereto, the "Agreement"),
effective as of the date specified as the "Grant Date" on Schedule A attached
hereto, between RF MICRO DEVICES, INC., a North Carolina corporation (the
"Corporation"), and the individual identified on Schedule A attached hereto, a
director of the Corporation (the "Participant");
R E C I T A L S :
In furtherance of the purposes of the RF Micro Devices, Inc. Director
Compensation Plan, as it may be amended, and the RF Micro Devices, Inc. 2006
Directors Stock Option Plan, as amended and restated effective May 7, 2009, and
as it may be hereafter amended (the "Plan"), the Corporation and the Participant
hereby agree as follows:
1.
INCORPORATION OF PLAN.
THE RIGHTS AND DUTIES OF THE
CORPORATION AND THE PARTICIPANT UNDER THIS AGREEMENT SHALL IN ALL RESPECTS BE
SUBJECT TO AND GOVERNED BY THE PROVISIONS OF THE PLAN, THE TERMS OF WHICH ARE
INCORPORATED HEREIN BY REFERENCE.
IN THE EVENT OF ANY CONFLICT BETWEEN THE
PROVISIONS IN THE AGREEMENT AND THOSE OF THE PLAN, THE PROVISIONS OF THE PLAN
SHALL GOVERN.
UNLESS OTHERWISE DEFINED HEREIN, CAPITALIZED TERMS IN THIS
AGREEMENT SHALL HAVE THE SAME DEFINITIONS AS SET FORTH IN THE PLAN.
2.
GRANT OF OPTION; TERM OF OPTION.
THE CORPORATION HEREBY
GRANTS TO THE PARTICIPANT PURSUANT TO THE PLAN, AS A MATTER OF SEPARATE
INDUCEMENT AND AGREEMENT IN CONNECTION WITH HIS SERVICE TO THE CORPORATION, AND
NOT IN LIEU OF ANY SALARY OR OTHER COMPENSATION FOR HIS SERVICES, THE RIGHT AND
OPTION (THE "OPTION") TO PURCHASE ALL OR ANY PART OF SUCH AGGREGATE NUMBER OF
SHARES (THE "SHARES") OF COMMON STOCK OF THE CORPORATION (THE "COMMON STOCK") AT
A PURCHASE PRICE (THE "OPTION PRICE") AS SPECIFIED ON SCHEDULE A, ATTACHED
HERETO, AND SUBJECT TO SUCH OTHER TERMS AND CONDITIONS AS MAY BE STATED HEREIN
OR IN THE PLAN OR ON SCHEDULE A.
THE OPTION PRICE SHALL BE 100% OF THE FAIR
MARKET VALUE PER SHARE OF THE COMMON STOCK ON THE DATE OF GRANT.
THE
PARTICIPANT EXPRESSLY ACKNOWLEDGES THAT THE TERMS OF SCHEDULE A SHALL BE
INCORPORATED HEREIN BY REFERENCE AND SHALL CONSTITUTE PART OF THIS AGREEMENT.
THE CORPORATION AND THE PARTICIPANT FURTHER ACKNOWLEDGE THAT THE CORPORATION'S
SIGNATURE ON THE SIGNATURE PAGE HEREOF, AND THE PARTICIPANT'S SIGNATURE ON THE
GRANT LETTER CONTAINED IN SCHEDULE A, SHALL CONSTITUTE THEIR ACCEPTANCE OF ALL
OF THE TERMS OF THIS AGREEMENT.
THE OPTION SHALL BE DESIGNATED AS A
NONQUALIFIED OPTION.
EXCEPT AS OTHERWISE PROVIDED IN THE PLAN OR THIS
AGREEMENT, THIS OPTION WILL EXPIRE IF NOT EXERCISED IN FULL BY THE EXPIRATION
DATE SPECIFIED ON SCHEDULE A.
3.
EXERCISE OF OPTION.
SUBJECT TO THE TERMS OF THE PLAN AND
THIS AGREEMENT, THE OPTION SHALL BECOME EXERCISABLE ON THE DATE OR DATES SET
FORTH ON SCHEDULE A ATTACHED HERETO.
TO THE EXTENT THAT THE OPTION IS
EXERCISABLE BUT IS NOT EXERCISED, THE OPTION SHALL ACCUMULATE AND BE