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EXHIBIT 10.6
NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN
OF
RF MICRO DEVICES, INC.
(OPTION AGREEMENT)
THIS AGREEMENT (the "Agreement"), made the ____ day of ____________,
____, between RF MICRO DEVICES, INC., a North Carolina corporation (the
"Corporation"), and ______________ (the "Director");
R E C I T A L S :
In furtherance of the purposes of the Nonemployee Directors' Stock
Option Plan of RF Micro Devices, Inc., as it may be hereafter amended (the
"Plan"), the Corporation and the Director hereby agree as follows:
1. The rights and duties of the Corporation and the Director
under this Agreement shall in all respects be subject to and governed by the
provisions of the Plan, a copy of which is delivered herewith or has been
previously provided to the Optionee and the terms of which are incorporated
herein by reference.
2. The Corporation hereby grants to the Director pursuant to the
Plan, 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 _____________ (____) shares of the Common
Stock of the Corporation (the "shares"), at the purchase price of $_________
per share. The Option will expire if not exercised in full on or before the
_____ day of _____________________, _____.
3. Except as otherwise provided in the Plan, the period during
which the Option may be exercised shall be ten years from the date hereof. To
the extent that an Option which is exercisable is 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. Upon the exercise of an Option in
whole or in part, the Director shall pay the purchase price to the Corporation
in accordance with the provisions of Section 8 of the Plan, and the Corporation
shall as soon thereafter as practicable deliver to the Director a certificate
or certificates for the shares purchased.
4. Nothing contained in this Agreement or the Plan shall require
the 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 as a director for any particular period of time.
Except as otherwise expressly provided in the Plan, all rights of the Director
under the Plan 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.
5. This Option shall not be transferable (including by pledge or
hypothecation) other than by will, the laws of intestate succession or pursuant
to a qualified domestic relations order (as defined by the Internal Revenue
Code of 1986, as amended, or Title I of the Employee Retirement Income Security
Act of 1974, as amended, or the rules thereunder), except as may be permitted
by the Plan. This Option shall be exercisable during the Director's lifetime
only by the Director or by his guardian or legal representative.
6. 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.
7. This Agreement shall be governed by and construed in
accordance with the laws of the State of North Carolina.
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.
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RF MICRO DEVICES, INC.
By:
Xxxxx X. Xxxxxxx
President and Chief Executive Officer
Attest:
[________________________]
Secretary
[Corporate Seal]
DIRECTOR
Printed Name:
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NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN
OF
RF MICRO DEVICES, INC.
(OPTION AGREEMENT)
SCHEDULE A
Date Option granted: __________________, 19__.
Date Option expires: __________________, 19__.
Number of shares subject to Option: _______ shares.
Option price (per share): $________.
Date Installment Number of Shares
First Exercisable in Installment
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