Stock Option Agreement (Senior Officers)
Exhibit (xxii)
2003 STOCK INCENTIVE PLAN
OF
RF MICRO DEVICES, INC.
OF
RF MICRO DEVICES, INC.
Stock Option Agreement
(Senior Officers)
(Senior Officers)
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 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
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 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 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 an 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
Schedule A of this Agreement and otherwise in accordance with the terms of 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. No Right of Continued Employment. 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 interfere 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 unexercised portion of his Option
shall terminate upon termination of the employment of the Participant with the Corporation or a
related corporation.
5. Nontransferability of Option. To the extent that this Option is designated as an
Incentive Option, the Option shall not be transferable other than by will or the laws of intestate
succession. To the extent that this Option is designated as a Nonqualified Option, the Option
shall not be transferable other than by will or the laws of intestate succession, except as may be
permitted by the Administrator of the Plan in a manner consistent with the registration provisions
of the Securities Act of 1933, as amended (the “Securities Act”). 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 Options 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. Except as may be otherwise provided in Section 18 of the Plan, 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.
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, without
regard to the conflict of laws provisions of any state.
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. Withholding. The Participant acknowledges that the Corporation shall require the
Participant to pay the Corporation the amount of any federal, state, local 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 Option, to satisfy such obligations.
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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. 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.
13. 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.
14. 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). The Corporation may cause a
restrictive legend to be placed on any certificate 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.
15. 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]
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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 Non Qualified Stock Option to purchase
XXXXXX shares (the “Option”) of our Common Stock as outlined below.
| Granted To: | ||||
| Grant Date: | ||||
| Options Granted: | ||||
| Option Price per Share: | ||||
| Expiration Date: | ||||
| Vesting Schedule: |
2. The following provisions shall apply with respect to the Option:
| (a) | In the event of the Participant’s termination of employment other than for cause (as defined in Section 6(d)(iii)(E) of the Plan), and subject to Section 2(b), below, the following provisions shall apply with respect to the Option: |
| (i) | The Option 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 the Company; and | ||
| (ii) | That portion of the Option which was vested at the time of the Participant’s termination of employment or service or which becomes vested following termination of employment shall remain exercisable until the expiration of the term of the Option (that is, the “Option Period,” such period to expire on the Expiration Date, stated above). | ||
| (iii) | If the employment of the Participant is terminated for cause, the Option shall be terminated immediately and the Participant shall have no further rights related thereto (unless the Administrator, in its discretion, determines otherwise). | ||
| (iv) | 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 Option shall not continue to vest following the Participant’s termination of employment and/or that all or any part of the Option shall not remain exercisable for the full Option Period, 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 which case the Option or portion thereof shall, unless the Administrator determines otherwise, be subject to the vesting and post-termination exercise provisions of Section 6(d)(iii) of the Plan. The Administrator shall exercise its discretion |
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not to continue vesting of, and/or not to extend the post-termination exercise period of,
all or a portion of the Option within thirty (30) days following the date of termination of
the Participant’s employment.
By my signature below, I, the Participant, hereby acknowledge receipt of this Grant Letter and
the Option Agreement (the “Agreement”) dated Grant Date, 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: | |||||||
Name |
Note: If there are any discrepancies in the name shown above, please make the appropriate
corrections on this form. Please sign and return to Xxxxxx Xxxxxx (mail stop: NC7628). Enclosed
is a copy of this agreement with a “schedule A” attached, to retain for your files.
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