Stock Option Agreement (Non-US Employees – United Kingdom)
Exhibit (xxi)
2003 STOCK INCENTIVE PLAN
OF
RF MICRO DEVICES, INC.
OF
RF MICRO DEVICES, INC.
Stock Option Agreement
(Non-US Employees – United Kingdom)
(Non-US Employees – United Kingdom)
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, an employee of the Corporation or a related corporation (the “Participant”);
R E C I T A L S :
In furtherance of the purposes of the [2003] Stock Incentive Plan of RF Micro Devices,
Inc., 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 the 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 employment or 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 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 (or any portion thereof) shall be
designated as an Incentive Option or Nonqualified Option as stated on Schedule A. To the extent
that the Option or any portion thereof is designated as an Incentive Option and such Option does
not qualify as an Incentive Option, the Option or portion thereof shall be treated a as a
Nonqualified Option. Except as otherwise provided in the Plan or this Agreement, the Option will
expire if not exercised in full by the 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 an Option which is exercisable is not exercised, such Option shall accumulate and
be exercisable by the Participant in whole or in part at any time prior to expiration of the
Option, subject to the terms of the Plan and this Agreement. The Participant expressly
acknowledges that the Option may vest and be exercisable only upon such terms and conditions as are
provided in this Agreement and the Plan. Upon the exercise of an Option in whole or in part and
payment of the option price in accordance with the provisions of the Plan and this Agreement, the
Corporation shall as soon thereafter as practicable deliver to the Participant a certificate or
certificates for the shares purchased. Payment of the option price may be made in the form: (i) of
cash or check; (ii) by delivery (by either actual delivery or attestation) of shares of Common
Stock owned by the Participant at the time of exercise for a period of at least one year and
otherwise acceptable to the Administrator; (iii) to the extent permitted by the
Administrator and in accordance with applicable law, by delivery of written notice of exercise to
the Corporation and delivery to a broker of written notice of exercise and irrevocable instructions
to promptly deliver to the Corporation the amount of sale or loan proceeds to pay the option price;
or (iv) by a combination of the foregoing methods. Shares delivered in payment of the option price
shall be valued at their fair market value on the date of exercise, as determined by the
Administrator by applying the provisions of the Plan.
4. Acknowledgment and Waiver. By executing the Grant Letter, participating in the
Plan and accepting the grant of the Option evidenced hereby, the Participant agrees and
acknowledges that:
(a) the Plan is discretionary in nature and that the Corporation can amend, cancel
or terminate the Plan at any time;
(b) the grant of the Option under the Plan is voluntary and occasional, and does not
create any contractual or other right to receive future grants of any options or benefits in lieu
of any options, even if options have been granted repeatedly in the past;
(c) all determinations with respect to any future purchases, including, but not
limited to, when the Option shall be granted, the option price, and when each Option shall be
exercisable, will be at the sole discretion of the Corporation;
(d) the Participant’s participation in the Plan is voluntary and of his or her own
free will;
(e) the value of the Option is an extraordinary item of compensation, which is
outside the scope of the Participant’s employment contract, if any;
(f) the Option is not part of normal or expected compensation or salary for any
purpose, including, but not limited to, calculating any termination, severance, resignation,
redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits
or similar payments;
(g) the Option expires upon termination of employment for any reason except as may
otherwise be explicitly provided in this Agreement and the Plan;
(h) in the event of involuntary termination of the Participant’s employment, the
Participant’s right to receive or exercise the Option under the Plan, if any, will terminate
effective as of the date that the Participant is no longer actively employed, regardless of any
reasonable notice period mandated under local law; furthermore, in the event of involuntary
termination of employment, the Participant’s right to exercise the Option under the Plan after
termination of employment, if any, will terminate effective as of the date the Participant is no
longer actively employed, and will not be extended by any reasonable notice period mandated under
local law;
(i) the future value of the shares subject to the Option is unknown and cannot be
predicted with any certainty;
(j) the grant of the Option has been made to the Participant in the Participant’s
status as an employee of the Participant’s employer, and can in no event be understood or
interpreted to mean that the Participant has an employment relationship with any party, including
the Corporation and any related corporation that is not the Participant’s employer;
(k) the Participant shall not make any claim or have any entitlement to compensation
or damages in connection with the termination of the Option or diminution in value of the Option
under the Plan, and Participant hereby irrevocably releases the Corporation and related corporation
from any such claim or entitlement; and
(l) the Participant’s participation in the Plan shall not create a right to
employment or further employment with the Corporation or related corporation, and shall not
interfere with or limit the ability of the Corporation or related corporation to terminate the
Participant’s employment relationship at any time, with or without cause and neither this Agreement
or the Plan shall form part of the Participant’s terms of employment (either expressly or
impliedly) nor in any way entitle the Participant to take into account such participation in
calculating any compensation or damages on the termination of the Participant’s employment for
whatever reason (whether lawful or unlawful) which might otherwise be payable to him, and the
Participant’s terms of employment shall be deemed to be varied accordingly.
5. Nontransferability of Option. The Option shall not be transferable other than
by will or the laws of intestate succession. Except as may be permitted by the preceding sentence,
this Option shall be exercisable during the Participant’s lifetime only by the Participant.
6. Superseding Agreement; Binding Effect. This Agreement supersedes any
statements, representations or agreements of the Corporation with respect to the grant of the
Option or any related rights, and the Participant hereby waives any rights or claims related to any
such statements, representations or agreements. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective executors, administrators, heirs,
successors and assigns.
7. Governing Law. Except as otherwise provided in the Plan or herein, this
Agreement shall be construed and enforced according to the laws of the State of North Carolina, to
the extent not superceded by the laws of the United States, without regard to the conflict of laws
provisions of any state or country.
8. Amendment and Termination; Waiver. Subject to the terms of the Plan, this
Agreement may be modified or amended only by the written agreement of the parties hereto. The
waiver by the Corporation of a breach of any provision of the Agreement by the Participant shall
not operate or be construed as a waiver of any subsequent breach by the Participant.
9. No Rights as Shareholder. The Participant or his legal representative,
legatees or distributees shall not be deemed to be the holder of any shares subject to the Option
and shall not have any rights of a shareholder unless and until certificates for such shares have
been issued and delivered to him or them.
10. Section 431 election. Where the shares to be acquired on the exercise of the
Option (whether in whole or in part) are considered to be “restricted securities” for the purposes
of the UK tax legislation (such determination to be in the sole discretion of the Corporation), it
is a condition of exercise that the Participant if so directed by the Corporation enter into a
joint election (a “Section 431 election”) with the Corporation or, if different, the related entity
of the Corporation which is or may be treated as the employer of the Participant, pursuant to
section 431 of the Income Tax (Earnings and Xxxxxxxx) Xxx 0000 electing that the market value of
the shares to be acquired on the exercise of the Option (whether in whole or in part) be calculated
as if the shares were not “restricted securities”. If the Company do so direct and the Participants
refuses to enter into an election within such reasonable period as the Corporation prescribe, the
Stock Option in respect of those shares shall lapse.
11.Employer National Insurance contributions Joint Election. Unless the Corporation
permits otherwise, this Option may not be exercised unless and until the Corporation has received
from Participant a duly completed joint election with the Corporation, his employer or other
company (in the form and manner prescribed by the Corporation from time to time) to the effect that
Participant will become liable, so far as permissible by law, for the whole of any employer
national insurance contributions which may arise in connection with this Option and the shares
which is or may be acquired on the exercise of this Option.
12. Withholding. The Participant acknowledges that the Corporation shall require
the Participant to pay the Corporation the amount of any federal, national, state, local, foreign
or other tax including, without limitation,
any employer and employee national insurance contributions or other amount (the “Tax Liabilities”)
required by any governmental authority to be withheld and paid over by the Corporation to such
authority for the account of the Participant, and the Participant agrees, as a condition to the
grant of the Option, to satisfy such obligations. Further, in respect of such assessable income the
Participant shall indemnify the Corporation and (at the direction of the Corporation) and related
entity of the Corporation which is or may be treated as the employer of the Participant in respect
of the Tax Liabilities which shall include, for the avoidance of doubt, but without limitation to
the foregoing:
(a) all and any income tax liability which falls to be paid to HM Revenue & Customs by
the Corporation (or the relevant employing related entity of the Corporation) under the PAYE system
as it applies to income tax under the Income Tax (Earnings and Xxxxxxxx) Xxx 0000 and PAYE
regulations referred to in it (or the equivalent in any non-UK jurisdiction); and
(b) any national insurance liability which falls to be paid to HM Revenue & Customs by
the Corporation (or the relevant employing related entity of the Corporation) under the modified
PAYE system as it applies for national insurance purposes under the Social Security Contributions
and Benefits Xxx 0000 and regulations referred to in it (or the equivalent in any non-UK
jurisdiction) such national insurance liability being the aggregate of:
(i) all the employee’s primary national insurance contributions; and
(ii) 100% of the employer’s secondary national insurance contributions
(And any reference to a national insurance liability shall be deemed to include an equivalent
social security liability in any non-UK jurisdiction) which arise or may arise in connection with
this Option and the shares issued or transferred to the Participant pursuant to the exercise of
this Option in whole or in part.
Pursuant to the such indemnity, the Option Holder shall make such arrangements as the
Corporation requires to meet the cost of the Tax Liabilities, including at the direction of the
Corporation any of the following: making a cash payment (including deduction from salary) of an
appropriate amount to the relevant employing entity of the Corporation; or appointing the
Corporation as agent and/or attorney for the sale of shares and authorising the payment to the
Corporation or relevant related entity of the appropriate amount out of the net proceeds of sale of
the shares; or entering into an election whereby the employer’s liability for secondary national
insurance contributions is transferred to the Participant on terms set out in the election and
approved by HM Revenue & Customs (a “Social Security election”).
13. Data Privacy Consent. As a condition of participating in the Plan, the
Participant hereby explicitly and unambiguously consents to the collection, use, processing and
transfer, in electronic or other form, of personal data as described in this paragraph by and
among, as applicable, the Corporation, a related corporation, and any of the Corporation’s
subsidiaries or affiliates for the exclusive purpose of implementing, administering and managing
the Participant’s participation in the Plan. The Participant understands that the Corporation or
any related corporation may possess and store certain personal information about the Participant,
including his name, home address and telephone number, date of birth, social security number or
other identification number, salary, nationality, job title, any shares of stock or directorships
held in the Corporation and details of all options or any other entitlement to shares of stock
awarded, canceled, purchased or outstanding in favor of the Participant, for the purpose of
managing and administering the Plan (“Data”).
The Participant further acknowledges and agrees that Data may be transferred to any third
parties assisting the Corporation in the implementation, administration and management of the Plan.
The Participant understands that these third parties may be located within or outside the
Participant’s country of residence, and that the third parties’ respective countries may have
different data privacy laws and protections with respect to the
Participant’s country of residence. The Participant authorizes the third parties to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing the Participant’s participation in the Plan, including any
requisite transfer of such Data as may be required for the administration of the Plan and/or the
subsequent holding of shares on the Participant’s behalf by a broker. The Participant understands
that Data will be possessed and stored only as long as necessary to implement, administer and
manage the Participant’s participation in the Plan, and that the Participant may, at any time,
review Data, require any necessary amendments to Data or withdraw the consents herein in writing by
contacting the Corporation. The Participant understands that the withdrawing of consent may affect
the Participant’s ability to participate in the Plan.
Third Party Rights. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this
Option and no person other than parties hereto shall have any rights under it nor shall it be
enforceable under that Act by any person other than the parties to it.
14. Administration. The authority to construe and interpret this Agreement and the
Plan, and to administer all aspects of the Plan, shall be vested in the Administrator (as such term
is defined in the Plan), and the Administrator shall have all powers with respect to this Agreement
as are provided in the Plan. Any interpretation of the Agreement by the Administrator and any
decision made by it with respect to the Agreement is final and binding.
15. Notices. Except as may be otherwise provided by the Plan, any written notices
provided for in this Agreement or the Plan shall be in writing and shall be deemed sufficiently
given if either hand delivered or if sent by fax or overnight courier, or by postage paid first
class mail. Notices sent by mail shall be deemed received three business days after mailed but in
no event later than the date of actual receipt. Notice may also be provided by electronic
submission, if and to the extent permitted by the Administrator. Notices shall be directed, if to
the Participant, at the Participant’s address indicated by the Corporation’s records, or if to the
Corporation, at the Corporation’s principal office, attention Treasurer, RF Micro Devices, Inc.
16. Severability. The provisions of this Agreement are severable and if any one
or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part,
the remaining provisions shall nevertheless be binding and enforceable.
17. Restrictions on Option and Shares. The Corporation may impose such
restrictions on the Option and any shares issued pursuant to the exercise of the Option as it may
deem advisable, including without limitation restrictions under the federal securities laws, the
requirements of any stock exchange or similar organization and any blue sky or state securities
laws applicable to such shares. Notwithstanding any other provision in the Plan or the Agreement to
the contrary, the Corporation shall not be obligated to issue, deliver or transfer shares of Common
Stock, to make any other distribution of benefits, or to take any other action, unless such
delivery, distribution or action is in compliance with all applicable laws, rules and regulations
(including but not limited to the requirements of the Securities Act of 1933, as amended). The
Corporation may cause a restrictive legend to be placed on any certificate for shares issued
pursuant to the exercise of the Option in such form as may be prescribed from time to time by
applicable laws and regulations or as may be advised by legal counsel.
18. Counterparts; Further Instruments. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. The parties hereto agree to execute such further
instruments and to take such further action as may be reasonably necessary to carry out the
purposes and intent of this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed on behalf of the Corporation and by
the Participant effective as of the Grant Date noted on Schedule A, attached hereto.
| RF MICRO DEVICES, INC. |
||||
| By: | ||||
| Xxxxxx X. Xxxxxxxxxxx | ||||
| President & Chief Executive Officer | ||||
Attest: |
||
Secretary & Chief Financial Officer |
[Signature page of Participant to follow on Schedule A/Grant Letter]
2003 Stock Incentive Plan of RF Micro Devices, Inc.
Stock Option Agreement (Non-US Employees – U.K.)
Stock Option Agreement (Non-US Employees – U.K.)
Schedule A/Grant Letter
1. Pursuant to the terms and conditions of the Company’s 2003 Stock Incentive Plan (the
“Plan”), you (the “Participant”) have been granted a Nonqualified Stock Option to purchase
___ shares (the “Option”) of our Common Stock as outlined below.
Granted To:
|
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Resident Registration Number:
|
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Address:
|
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Grant Date:
|
, 20 | |
Options Granted:
|
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Option Price per Share:
|
$ | |
Expiration Date:
|
, 20________ | |
Vesting Schedule:
|
___ year vesting period, with ___% vesting after each | |
| ___ month period | ||
| ___on ___/___/20___ | ||
| ___on ___/___/20___ | ||
| ___on ___/___/20___ | ||
| ___on ___/___/20___ |
2. By my signature below, I, the Participant, hereby acknowledge receipt of this Grant
Letter and the Option Agreement (the “Agreement”) dated ___, 20___, between the Participant and
RF Micro Devices, Inc. (the “Company”) which is attached to this Grant Letter. I understand that
the Grant Letter and other provisions of Schedule A herein are incorporated by reference into the
Agreement and constitute a part of the Agreement. By my signature below, I further agree to be
bound by the terms of the Plan and the Agreement, including but not limited to the terms of this
Grant Letter and the other provisions of Schedule A contained herein. The Company reserves the
right to treat the Option and the Agreement as cancelled, void and of no effect if the Participant
fails to return a signed copy of the Grant Letter within 30 days of receipt.
Signature:
|
Date: | |||||||
Note: If there are any discrepancies in the name or address shown above, please make the
appropriate corrections on this form and return to Xxxxxx Xxxxxx, mail stop NC7628-1. Please retain
a copy of the Agreement, including this Grant Letter, for your files.
