EXHIBIT 4.2
FIRST AMENDMENT TO RIGHTS AGREEMENT
FIRST AMENDMENT, dated as of July 22, 2003 (the "Amendment"),
to the Rights Agreement, dated as of August 10, 2001 (the "Rights Agreement"),
between RF MICRO DEVICES, INC. (the "Company") and WACHOVIA BANK, NATIONAL
ASSOCIATION (formerly First Union National Bank), as Rights Agent (the "Rights
Agent").
WHEREAS, the Company and the Rights Agent entered into the
Rights Agreement, specifying the terms of the Rights (as defined therein);
WHEREAS, the Company and the Rights Agent desire to amend the
Rights Agreement, in accordance with Section 27 of the Rights Agreement, in
order to provide for a three-year independent director evaluation of the Rights
Plan;
NOW, THEREFORE, the parties agree as follows:
1. Section 29 is amended by rewriting subparagraph (b) and
adding new subparagraphs (c) and (d) as follows:
(b) For purposes of this Agreement, any determination
to be made by the Board of Directors of the Company may be
made by a duly constituted committee thereof if so authorized
to act by the Board of Directors pursuant to the Company's
Bylaws or a resolution of the Board of Directors, and in such
circumstances any reference to the Board of Directors herein
shall be deemed to include a reference to such committee.
(c) The TIDE Committee (as described below) of the
Board of Directors of the Company shall review and evaluate
this Agreement in order to consider whether the maintenance of
this Agreement continues to be in the best interests of the
Company and its shareholders, at least once every three years,
beginning on or before August 10, 2004. In addition, the TIDE
Committee shall review and evaluate this Agreement for such
purpose at any time if any Person shall have made a proposal
to the Company or its shareholders, or taken any other action
that, if effective, could cause such Person to become an
Acquiring Person hereunder, if a majority of the members of
the TIDE Committee shall deem such review and evaluation
appropriate after giving due regard to all relevant
circumstances. Following each review and evaluation, the TIDE
Committee shall communicate its conclusions to the full Board
of Directors of the Company, including any recommendation as
to whether this Agreement should be modified or the Rights
should be redeemed. The TIDE Committee shall be appointed by
the Board of Directors of the Company and shall be composed
solely of members of the Board of Directors who satisfy the
independence requirements of The Nasdaq Stock Market. The
Governance and Nominating Committee of the Board may act as
the TIDE Committee so long as all of its members meet the
foregoing requirement.
(d) The TIDE Committee, and the Board of Directors of
the Company, when considering the redemption of, or any
supplement or amendment to, the Rights shall have the power to
set their own agenda and to retain at the expense of the
Company legal counsel, investment bankers and other advisers
of their choosing, and shall have the authority to review all
information of the Company and to consider any and all factors
they deem relevant to an evaluation of whether to maintain or
modify the Agreement or terminate the Rights.
2. The term "Agreement" as used in the Rights Agreement shall
be deemed to refer to the Rights Agreement as amended hereby.
3. This Amendment shall be effective as of the date first
written above and, except as set forth above, the Rights Agreement shall remain
in full force and effect and shall otherwise be unaffected hereby.
IN WITNESS WHEREOF, the parties hereto have cause this
Amendment to be duly executed, all as of the date first written above.
ATTEST: RF MICRO DEVICES, INC.
By:/s/ Xxxxxxx X. Xxxxxx, Xx. By:/s/ Xxxxxx X. Xxxxxxxxxxx
----------------------------- -----------------------------
Name: Xxxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxxxxxxx
Title:Chief Financial Officer Title:Chief Executive Officer
and Corporate Vice President
of Administration
ATTEST: WACHOVIA BANK, NATIONAL ASSOCIATION
By:/s/ D. Xxx Xxxxxx By:/s/ Xxxxx X. Xxxx
----------------------------- -----------------------------
Name: D. Xxx Xxxxxx Name: Xxxxx X. Xxxx
Title:Corp. Trust Officer Title:Vice President
