2003 STOCK INCENTIVE PLAN
OF RF MICRO DEVICES, INC.
Restricted Stock Award Agreement
(Service-Based Award for Senior Officers)
THIS AGREEMENT (together with Schedule A, attached hereto, the
"Agreement"), made effective as of the "Grant Date" as defined in Section 2,
below between RF MICRO DEVICES, INC., a North Carolina corporation (the
"Corporation"), and ___________, an employee of, or individual in service to,
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 this
Agreement shall have the same definitions as set forth with the Plan.
2. Terms of Award. The following terms used in this Agreement shall
have the meanings set forth in this Section 2:
(a) The "Participant" is _________.
(b) The "Grant Date" is __________.
(c) The "Restriction Period" is the period beginning on the Grant Date
and ending on such date or dates and occurrence of such conditions
as described in Schedule A, which is attached hereto and expressly
made a part of this Agreement.
(d) The number of shares of Restricted Stock subject to the restricted
award granted under this Agreement shall be __________ shares (the
"Shares").
3. Grant of Restricted Award. Subject to the terms of this Agreement
and the Plan, the Corporation hereby grants the Participant an award (the
"Award") for that number of Shares of Restricted Stock as is set forth in
Section 2. 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.
4. Dividends and Voting Rights. The Participant shall have no
dividend rights or voting rights or other rights as a shareholder with respect
to the Shares unless and until the Award has been earned and vested.
5. Vesting and Earning of Award.
(a) Subject to the terms of the Plan and the Agreement, the Award
shall be deemed vested and earned, and the Shares subject to the
Award shall be distributable as provided in Section 7 herein, upon
such date or dates, and subject to such conditions, as are
described on Schedule A. Without limiting the effect of the
foregoing, the Shares subject to the Award may vest in
installments over a period of time, if so provided in Schedule A.
The Participant expressly acknowledges that the Award shall vest
only upon such terms and conditions as are provided in Schedule A
of this Agreement and otherwise in accordance with the terms of
the Plan.
(b) The Administrator has sole authority to determine whether and to
what degree the Award has vested and been earned and is payable
and to interpret the terms and conditions of this Agreement and
the Plan.
6. Forfeiture of Award. Except as may be otherwise provided in the
Plan or the Agreement, in the event that the employment or service of the
Participant is terminated for any reason and the Participant has not yet
earned all or part of the Award pursuant to Section 5 and Schedule A herein,
then the Award, to the extent not earned as of the Participant's termination
date, shall be forfeited immediately upon such termination, and the
Participant shall have no further rights with respect to the Award or the
Shares underlying that portion of the Award that has not yet been earned and
vested. The Participant expressly acknowledges and agrees that the
termination of his employment or service shall (except as may otherwise be
provided in the Agreement) result in forfeiture of the Award and the Shares to
the extent the Award has not been earned and vested as of the date of his
termination of service or employment.
7. Settlement of Award. The Administrator shall determine whether
the Award, if earned in accordance with Section 5 herein, shall be payable in
cash or whole shares of Common Stock, or partly in cash and partly in whole
shares of Common Stock. In the event that the Award is payable in shares of
Common Stock, a certificate or certificates for the Shares (or portion
thereof) which have been earned shall be issued in the name of the Participant
(or his beneficiary) as soon as practicable after the Administrator determines
that all or a portion of the Shares subject to the Award have been earned.
8. No Right of Continued Employment or Service. Nothing contained in
this Agreement or the Plan shall confer upon the Participant any right to
continue in the employment or service of the Corporation or a related
corporation or to interfere in any way with the right of the Corporation or a
related corporation to terminate the Participant's employment or service at
any time. Except as otherwise expressly provided in the Plan and this
Agreement (including but not limited to Schedule A), all rights of the
Participant under the Plan with respect to the unvested portion of his Award
shall terminate upon the termination of employment or service of the
Participant with the Corporation or a related corporation.
9. Nontransferability of Award and Shares. The Award shall not be
transferable (including by sale, assignment, pledge or hypothecation) other
than by will or the laws of intestate succession. The designation of a
beneficiary does not constitute a transfer. The Participant shall not sell,
transfer, assign, pledge or otherwise encumber the Shares subject to the Award
until all conditions to vesting have been met.
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10. Withholding. The Participant acknowledges that the Corporation
shall require the Participant to pay the Corporation the amount of any
federal, state, local, foreign or other tax or other amount 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 Award, to satisfy such obligations.
11. 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, 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.
12. Superseding Agreement; Binding Effect. This Agreement supersedes
any statements, representations or agreements of the Corporation with respect
to the grant of the Award 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,
next-of-kin, successors and assigns. This Agreement does not supersede or
amend any existing Change in Control Agreement, Inventions, Confidentiality
and Nonsolicitations Agreement, Employment Agreement or any other similar
agreement between the Participant and the Company, including, but not limited
to, any restrictive covenants contained in such agreements.
13. 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, without regard to the conflict of laws
provisions of any state.
14. 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.
15. No Rights as Shareholder. The Participant or his legal
representatives, legatees or distributees shall not be deemed to be the holder
of any shares subject to the Award 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.
16. 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.
17. 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.
Page 3
18. Restrictions on Award and Shares. The Corporation may impose such
restrictions on the Award and any Shares issued pursuant to the Award 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). The Corporation may
cause a restrictive legend to be placed on any certificate issued pursuant to
the Award in such form as may be prescribed from time to time by applicable
laws and regulations or as may be advised by legal counsel.
19. 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 stated in
Section 2, herein.
RF MICRO DEVICES, INC.
By:/s/ XXXXXX X. XXXXXXXXXXX
--------------------------------------
Xxxxxx X. Xxxxxxxxxxx
President and Chief Executive Officer
Attest:
/s/ XXXXXXX XXXXXX
---------------------------------
Xxxxxxx Xxxxxx
Assistant Secretary
[Signature page of Participant to follow on Schedule A/Grant Letter]
Page 4
2003 Stock Incentive Plan of RF Micro Devices, Inc.
Restricted Stock Award Agreement
(Service-Based Award for Senior Officers)
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
Restricted Stock Award for ________ shares (the "Award") of our Common Stock
as outlined below.
Granted To:
-------------------------
Grant Date: ,20
------------------ --
Shares Subject to Award:
-------------------------
Vesting Schedule: RESTRICTED
_____ on ___/___/20__
_____ on ___/___/20__
_____ on ___/___/20__
_____ on ___/___/20__
_____ on ___/___/20__
2. The following provisions shall apply with respect to the Award:
(a) In the event of the Participant's termination of employment or
service other than for cause (as defined in Section 6(d)(iii)(E)
of the Plan), and subject to Section 2(b), below, the Award shall
continue to vest according to the Vesting Schedule stated in
Section 1 above of this Schedule A as if the Participant had
remained an employee of, or service provider to, the Company. If
the employment or service of the Participant is terminated for
cause, the Award shall be forfeited immediately (unless the
Administrator, in its sole discretion, determines otherwise). The
Administrator shall have discretion to determine the basis for
termination and to interpret this provision.
(b) Notwithstanding Section 2(a) herein, the Administrator in its sole
discretion may determine that all or any part of the Award shall
not continue to vest following termination of employment or
service, such determination to be based on such factors as may be
considered by the Administrator in its discretion (including but
in no way limited to factors related to the conduct of the
Participant). In the event that the Administrator determines that
vesting of all or a portion of the Award shall not continue
following termination of employment or service, then all or any
part of the Award which has not vested or been earned at the time
of termination shall, unless the Administrator determines
otherwise, be forfeited immediately upon such termination of
employment or service, and the Participant shall have no further
rights with respect to the unvested portion of the Award or the
shares of Common Stock related thereto. The Administrator shall
exercise its discretion not to continue vesting of the Award
within thirty (30) days following the date of termination of the
Participant's employment or service.
Page A-1
By my signature below, I, the Participant, hereby acknowledge receipt of
this Grant Letter and the Restricted Stock Award Agreement (the "Agreement")
dated __________ ___, 2004, 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 Award 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 grant date stated above.
Signature: Date:
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Note: If there are any discrepancies in the name or address shown above,
please make the appropriate corrections on this form. Please retain a copy of
the Agreement, including this Grant Letter, for your files.
Page A-2
