1
EXHIBIT 99.2
2
RF MICRO DEVICES, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement"), made as of the 27th day of
October 1998, between RF MICRO DEVICES, INC., a North Carolina corporation (the
"Corporation"), and ______________ (the "Director");
R E C I T A L :
To compensate the Director for his service on the Board of Directors and to
promote a closer identification of his interests with those of the Corporation,
the Corporation and the Director hereby agree as follows:
1. The Corporation hereby grants to the Director as a matter of separate
inducement and agreement in connection with his services to the Corporation, the
right and option (the "Option") to purchase all or any part of an aggregate of
five thousand (5,000) shares of the Common Stock of the Corporation (the
"shares"), at the purchase price of $20.875 per share. The Option is designated
as a nonqualified stock option and, as such, is not intended to qualify for
treatment as an incentive stock option under Section 422 of the Internal Revenue
Code of 1986, as amended. The Option will expire if not exercised in full on or
before the 26th day of October, 2008.
2. The Option shall become exercisable on the dates set forth on Schedule A
hereto. To the extent that the Option is exercisable but not exercised, such
Option shall accumulate and be exercisable by the Director in whole or in part
at any time prior to expiration of the Option. An Option shall be exercised by
giving written notice to the Secretary of the Corporation or his designee. Such
notice shall specify the number of shares to be purchased pursuant to the Option
and the aggregate purchase price to be paid therefor, and shall be accompanied
by the payment of such purchase price. Such payment shall be in the form of (i)
cash; (ii) shares of Common Stock owned by the Director at the time of exercise;
(iii) shares of Common Stock withheld upon exercise; (iv) delivery of written
notice of exercise to the Secretary 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 (v) a
combination of such methods. Shares of Common Stock tendered or withheld in
payment upon the exercise of an Option shall be valued at their fair market
value on the date of exercise, as determined by the Corporation. Upon the
exercise of an Option in whole or in part and payment of the purchase price to
the Corporation in accordance with the foregoing, the Corporation shall as soon
thereafter as practicable deliver to the Director a certificate or certificates
for the shares purchased.
3. Nothing contained in this Agreement shall require the Corporation or a
related corporation to continue the services of the Director as a director for
any particular period of time, nor shall it require the Director to remain in
service to the Corporation or a related corporation as a director for any
particular period of time. Except as otherwise expressly provided below, all
rights of the Director under this Agreement with respect to the unexercised
portion of his Option shall terminate immediately upon termination of the
services of the Director with the Corporation as a director. Notwithstanding the
foregoing, (i) if the Director dies while serving as a director, any portion of
his Option which was exercisable immediately before his death may be exercised
at any time within 180
3
days of the date of death by such person or persons as shall have acquired the
right to exercise the Option by will or the laws of intestate succession; and
(ii) if the Director's service on the Board terminates for any reason other than
death, that portion of his Option which was exercisable immediately before such
termination may be exercised at any time within 30 days following the date of
such termination, and after such 30-day period such Option shall terminate.
4. This Option shall not be transferable (including by pledge or
hypothecation) other than by will or the laws of intestate succession. To the
extent required by Rule 16b-3, shares of Common Stock acquired upon exercise of
an Option shall not, without the consent of the Corporation, be disposed of by
the Director until the expiration of six months after the date the Option was
granted. This Option shall be exercisable during the Director's lifetime only by
the Director or by his guardian or legal representative.
5. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective executors, administrators, next-of-kin,
successors and assigns.
6. The Corporation may impose such restrictions on any shares issued
pursuant to the exercise of the Option granted hereunder as it may deem
advisable, including without limitation restrictions under the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the requirements of any applicable self-regulatory organization and
any blue sky or securities laws applicable to such shares. Notwithstanding any
other provision herein to the contrary, the Corporation shall not be obligated
to issue, deliver or transfer shares of Common Stock under this Agreement or to
take any other action unless such action is in compliance with applicable laws,
rules and regulations (including but not limited to the requirements of the
federal securities laws). The Corporation may cause a restrictive legend to be
placed on any certificate issued pursuant to the exercise of an Option granted
hereunder in such form as may be prescribed from time to time by applicable laws
and regulations or as may be advised by legal counsel to the Corporation.
It is the general intent of the Corporation that this Agreement and
transactions under this Agreement shall comply in all respects with Rule 16b-3
under the Exchange Act, and, if any provision herein is later found not to be in
compliance with Section 16 of the Exchange Act the provision shall be deemed
null and void, and in all events this Agreement shall be construed in favor of
transactions hereunder meeting the requirements of Rule 16b-3 or successor rules
applicable to this Agreement.
7. Notwithstanding any other provision of this Agreement to the contrary,
in the event of a Change of Control (as defined below), the Option outstanding
as of the date of such Change of Control shall become fully exercisable, whether
or not then otherwise exercisable. Notwithstanding the foregoing, in the event
of a merger, share exchange, reorganization or other business combination
affecting the Corporation or a related corporation, the Board of Directors of
the Corporation may, in its sole and absolute discretion, determine that any or
all of the Option shall not become exercisable on an accelerated basis, if the
board of directors of the surviving or acquiring corporation, as the case may
be, shall have taken such action, including but not limited to the assumption of
the Option or the grant of substitute awards (in either case, with substantially
similar terms as the Option), as in the opinion of the Board of Directors is
equitable or appropriate to protect the rights and interests of the Director
under this Agreement.
2
4
For the purposes of this Agreement, a "Change of Control" shall be deemed
to have occurred on the earliest of the following dates:
(i) The date any entity or person that is not a shareholder on the
date of this Agreement shall have become the beneficial owner of, or shall
have obtained voting control over, fifty-one percent (51%) or more of the
outstanding Common Stock of the Corporation;
(ii) The date the shareholders of the Corporation approve a definitive
agreement (A) to merge or consolidate the Corporation with or into another
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 (B) to sell or otherwise dispose of all or
substantially all the assets of the Corporation; or
(iii) The date there shall have been a change in a majority of the
Board of Directors of the Corporation within a 12-month period unless the
nomination for election by the Corporation's shareholders of each new
director was approved by the vote of two-thirds of the directors then still
in office who were in office at the beginning of the 12-month period.
For purposes herein, the term "person" shall mean any individual,
corporation, partnership, group, association or other person, as such term
is defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act,
other than the Corporation, a subsidiary of the Corporation or any employee
benefit plan(s) sponsored or maintained by the Corporation or any
subsidiary thereof, and the term "beneficial owner" shall have the meaning
given the term in Rule 13d-3 under the Exchange Act.
8. This Agreement shall be governed by and construed in accordance with the
laws of the State of North Carolina.
3
5
IN WITNESS WHEREOF, this Agreement has been executed in behalf of the
Corporation and by the Director on the day and year first above written.
RF MICRO DEVICES, INC.
By:
-------------------------------------
Xxxxx X. Xxxxxxx
President and Chief Executive Officer
Attest:
-----------------------------
-----------------------------
Secretary
[Corporate Seal]
DIRECTOR
---------------------------------------
Printed:
-------------------------------
4
6
RF MICRO DEVICES, INC.
STOCK OPTION AGREEMENT
SCHEDULE A
Name of Optionee: ________________________.
Date Option granted: October 27, 1998.
Date Option expires: October 26, 2008.
Number of shares subject to Option: 5,000 shares.
Option price (per share): $20.875.
Date Installment Number of Shares
First Exercisable in Installment
----------------- ----------------
October 27, 1999 1,666
October 27, 2000 1,667
October 27, 2001 1,667
