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EXCEL - IDEA: XBRL DOCUMENT - RF MICRO DEVICES INC | Financial_Report.xls |
10-Q - FORM 10-Q - RF MICRO DEVICES INC | g27283ae10vq.htm |
EX-32.1 - EX-32.1 - RF MICRO DEVICES INC | g27283aexv32w1.htm |
EX-31.2 - EX-31.2 - RF MICRO DEVICES INC | g27283aexv31w2.htm |
EX-32.2 - EX-32.2 - RF MICRO DEVICES INC | g27283aexv32w2.htm |
EX-31.1 - EX-31.1 - RF MICRO DEVICES INC | g27283aexv31w1.htm |
Exhibit 10.1
RF MICRO DEVICES, INC.
CASH BONUS PLAN
(As Amended and Restated Effective June 20, 2011)
RF MICRO DEVICES, INC.
CASH BONUS PLAN
(As Amended and Restated Effective June 20, 2011)
CASH BONUS PLAN
(As Amended and Restated Effective June 20, 2011)
1. | Purpose |
The purpose of the RF Micro Devices, Inc. Cash Bonus Plan, as amended and restated effective
June 20, 2011 and as it may be further amended (the Plan), is to provide selected salaried
employees of RF Micro Devices, Inc. or an affiliate thereof (collectively, the Company unless the
context otherwise requires) with the opportunity to earn awards (awards) in the form of cash
bonuses based upon attainment of preestablished, objective performance goals, thereby promoting a
closer identification of the participating employees interests with the interests of the Company
and its shareholders, and further stimulating such employees efforts to enhance the efficiency,
profitability, growth and value of the Company.
2. | Plan Administration |
The Plan shall be administered by the Compensation Committee (the Committee) of the Board of
Directors (the Board) of the Company or a subcommittee of the Committee. To the extent required
by Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code), the Committee
shall be comprised of at least two members and each member of the Committee (or subcommittee of the
Committee) shall be an outside director as defined in Code Section 162(m) and related
regulations. In addition, the members of the Compensation Committee shall be deemed independent if
and to the extent required under Section 10C of the Securities Exchange Act of 1934, as amended
(the Exchange Act), and applicable rules of the The NASDAQ Stock Market LLC or other applicable
stock exchange or national securities association. In addition to action by meeting in accordance
with applicable laws, any action of the Committee with respect to the Plan may be taken by a
written instrument signed by all of the members of the Committee, and any such action so taken by
written consent shall be as fully effective as if it had been taken by a majority of the members at
a meeting duly held and called. Subject to the terms of the Plan, the Committee shall have full
authority in its discretion to take any action with respect to the Plan, including, but not limited
to, the authority to (i) determine all matters relating to awards, including selection of
individuals to be granted awards and all terms, conditions, restrictions and limitations of an
award; and (ii) construe and interpret the Plan and any instruments evidencing awards granted under
the Plan, to establish and interpret rules and regulations for administering the Plan and to make
all other determinations deemed necessary or advisable for administering the Plan. The Committees
authority to grant awards and authorize payments under the Plan shall not in any way restrict the
authority of the Committee to grant compensation to employees under any other compensation plan or
program of the Company. The Committee also shall have the authority and discretion to establish
terms and conditions of awards (including but not limited to the establishment of subplans) as the
Committee determines to be necessary or appropriate to conform to the applicable requirements or
practices of jurisdictions outside of the United States. Any decision made, or action taken, by
the Committee in connection with the administration of the Plan shall be final, binding and
conclusive. Notwithstanding the foregoing, the Committee may delegate the administration of the
Plan to one or more of its designees (subject to any conditions imposed by the Committee), but only
with respect to matters which would not affect the deductibility under Code Section 162(m) of
compensation paid under the Plan to covered employees (as such term is defined in Code Section
162(m) and related regulations) or as may otherwise be permitted under applicable laws, rules or
regulations. In the case
of any such delegation, references to the Committee herein shall include such designee or
designees, unless the context otherwise requires. No member of the Board or the Committee shall be
liable for any action, determination or decision made in good faith with respect to the Plan or any
award paid under it. The members of the Board and the Committee shall be entitled to
indemnification and reimbursement in the manner and to the fullest extent provided in the Companys
articles of incorporation or by law.
3. | Eligibility |
The participants in the Plan (individually, a participant, and collectively, the
participants) shall be those salaried employees of the Company and its affiliates who are
designated from time to time as participants by the Committee. Eligible participants shall be
selected to participate on an annual or other periodic basis as determined by the Committee. With
respect to those participants who are covered employees, such designation shall be made during
the first 90 days of each performance period and before 25% of the relevant performance period has
passed (or otherwise made at such time and on such terms as will ensure that the award will, to the
extent practicable, qualify as performance-based compensation for purposes of Code Section
162(m)). Participation in the Plan for any one performance period does not guarantee that an
employee will be selected to participate in any other performance period. For the purposes of the
Plan, performance period shall mean a period established by the Committee during which
performance shall be measured to determine if any payment will be made under the Plan. A
performance period may be coincident with one or more fiscal years or fiscal quarters of the
Company, or any portion thereof, and performance periods may be overlapping. An affiliate of the
Company shall mean any company (or other entity) controlled by, controlling or under common control
with the Company.
4. | Nature of Awards |
Awards granted under the Plan shall be in the form of cash bonuses.
5. | Awards |
(a) Grant of Awards: At the time performance objectives are established for a performance
period as provided in Section 5(b) herein, the Committee also shall assign to each participant a
target cash bonus award applicable for the particular performance period (each, a target bonus).
A participants award, if any, shall be earned based on the attainment of written performance
objectives approved by the Committee for a specified performance period, as provided in Section
5(b) herein. In the case of awards granted to covered employees that are intended to comply with
Code Section 162(m), such performance objectives shall be established by the Committee (i) while
the outcome for the performance period is substantially uncertain, and (ii) (A) no more than 90
days after the commencement of the performance period to which the performance objective relates
and (B) before 25% of the relevant performance period has elapsed (or otherwise at such time and
upon such terms as to ensure that the award will, to the extent practicable, qualify as
performance-based compensation for purposes of Code Section 162(m)). During any fiscal year of
the Company, no participant may be granted more than the maximum award limitation stated in Section
5(d) herein. The Committee may adjust awards as appropriate for partial achievement of goals,
exemplary effort on the part of a participant and/or other external, extraordinary or mitigating
circumstances and may also interpret and make necessary and appropriate adjustments to performance
goals and the manner in which such performance goals are evaluated; provided,
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however, that, except as may be otherwise provided in Section 6 and/or Section 7, no such
adjustment shall be made with respect to an award granted under the Plan to a participant who is a
covered employee if such adjustment would cause the award to fail to qualify as
performance-based compensation for purposes of Code Section 162(m).
(b) Performance Objectives: For each performance period, the Committee shall establish one or
more specific performance measures and specific goals for each participant and/or for each group of
participants. The performance objectives established by the Committee shall be based on one or
more performance measures that apply to the individual participant (individual performance),
business unit/function performance (business unit/function performance), the Company as a whole
(corporate performance), or any combination of individual performance, business unit/function
performance or corporate performance. Without limiting the foregoing, performance goals for
business unit/function performance may be set for an identifiable business group, segment, unit,
affiliate, facility, product line, product or function (such as sales, manufacturing or research
and development). If a participants performance goals are based on a combination of individual
performance, business unit/function performance and/or corporate performance, the Committee may
weight the importance of each type of performance that applies to such participant by assigning a
percentage to it. In the case of covered employees, the performance objectives shall be objective
and shall be based upon one or more of the following criteria, as determined by the Committee: (i)
revenues or sales; (ii) gross margins; (iii) earnings per share; (iv) net bookings; (v) product
production or shipments; (vi) consolidated earnings before or after taxes (including earnings
before interest, taxes, depreciation and amortization); (vii) net income; (viii) operating income;
(ix) book value per share; (x) return on shareholders equity; (xi) return on investment; (xii)
return on capital; (xiii) improvements in capital structure; (xiv) expense management; (xv)
operating margins; (xvi) maintenance or improvement of gross margins or operating margins; (xvii)
stock price or total shareholder return; (xviii) market share; (xix) profitability; (xx) costs;
(xxi) cash flow or free cash flow; (xxii) working capital; (xxiii) return on assets; (xxiv)
economic wealth created, and/or (xxv) strategic business criteria, based on meeting specified goals
or objectives related to market penetration, geographic business expansion, cost targets, customer
satisfaction, employee satisfaction, management of employment practices and employee benefits,
management of litigation, management of information technology, goals relating to acquisitions or
divestitures of products, product lines, subsidiaries, affiliates or joint ventures, quality
matrices, customer service matrices and/or execution of pre-approved corporate strategy. In
addition, with respect to participants who are not covered employees, the Committee may approve
performance objectives based on other criteria, which may or may not be objective. The foregoing
criteria may relate to the Company, one or more of its affiliates or one or more of its divisions,
units, partnerships, joint venturers or minority investments, facilities, product lines or products
or any combination of the foregoing. The targeted level or levels of performance with respect to
such business criteria may be established at such levels and on such terms as the Committee may
determine, in its discretion, including but not limited to on an absolute basis, in relation to
performance in a prior performance period, and/or relative to one or more peer group companies or
indices, or any combination thereof. In addition, the performance objectives may be calculated
without regard to extraordinary items, except as may be limited under Code Section 162(m) in the
case of a covered employee.
(c) Earning of Awards: As soon as practicable after the end of the performance period, the
Committee shall determine whether the performance goals for the performance period were achieved
and, if so, at what level of achievement under specific formulae established for the
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performance period. If the performance goals were met for the performance period, the
Committee shall determine the amount, if any, of the award earned by each participant and such
award shall be paid in accordance with Section 5(e) herein (subject, however, to the limitation on
awards stated in Section 5(d) herein).
(d) Maximum Award Payable to Any One Participant: Other provisions of the Plan
notwithstanding, the maximum amount of cash bonus awards that may be granted under the Plan to any
one participant in any one fiscal year shall not exceed $5,000,000.
(e) Payment of Awards: An award earned by a participant with respect to a performance period
shall be paid to him as soon as practicable following the determination of the amount, if any, of
the award and, with respect to participants who are covered employees, the Committees written
certification (or other approval made in accordance with Code Section 162(m)) that the participant
achieved his performance goals. Without limiting the foregoing, awards payable under the Plan
shall be paid no later than the later of (i) the 15th day of the third month following
the end of the participants first taxable year in which the right to payment is no longer subject
to a substantial risk of forfeiture, or (ii) the 15th day of the third month following
the end of the Companys first taxable year in which the right to payment is no longer subject to a
substantial risk of forfeiture, or shall otherwise be structured in a manner to be exempt from, or
in compliance with, Code Section 409A. Notwithstanding the foregoing, when the Company reasonably
anticipates that any deduction for its payment would be limited or eliminated by Code Section
162(m), such payment may be delayed until the earlier of the following: (i) the date which is as
soon as reasonably practicable following the first date on which the Company reasonably anticipates
that the deduction will not be limited or eliminated by Code Section 162(m), or (ii) the date which
is as soon as reasonably practicable following the end of the calendar year in which the
participant separates from service, or such payment shall be otherwise structured so as to comply
with Code Section 409A, related regulations and other guidance. The Committee shall not have any
discretion to increase the amount of an award earned and payable pursuant to the terms of the Plan
to any participant who is a covered employee (except to the extent otherwise provided pursuant to
Section 7 herein in the event of a change of control). The Committee shall have the unilateral
discretion to reduce or eliminate the amount of an award granted to any participant, including an
award otherwise earned and payable pursuant to the terms of the Plan.
6. | Termination of Employment and Other Events; Covenants |
The Committee shall specify the circumstances in which awards shall be paid or forfeited in
the event of termination of employment by the participant or other event prior to the end of a
performance period or prior to payment of such awards. Unless otherwise determined by the
Committee, if a participant dies, retires, is assigned to a different position, is granted a leave
of absence, or if the participants employment is otherwise terminated (except for cause by the
Company) during a performance period, a pro rata share of the participants award based on the
period of actual participation may, at the Committees discretion, be paid to the participant after
the end of the performance period if and to the extent that it would have become earned and payable
had the participants employment status not changed. The Committee may require a participant, as a
condition to the grant or payment of an award, to enter or have entered into agreements or
covenants with the Company obligating the participant to not compete, to not interfere with the
relationships of the Company with customers, suppliers or employees in any way, to refrain from
disclosing or misusing confidential or proprietary information of the Company, and to take or
refrain from taking
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such other actions adverse to the Company as the Committee may specify. The form of such
agreements or covenants shall be specified by the Committee, which may vary such form from time to
time and require renewal of the agreements or covenants, as then specified by the Committee, in
connection with the allocation or payout of any award. For the purposes herein, termination for
cause shall mean termination for cause under the terms of any employment, consulting, change in
control or similar agreement if any, between the Company and the participant, or, if the
participant has not entered into any such agreement (or if any such agreement does not define
cause), cause shall have the meaning ascribed to such term under the Companys 2003 Stock
Incentive Plan (as it may be amended) or any successor to such stock incentive plan.
7. | Change of Control |
(a) Notwithstanding any other provision in the Plan to the contrary, and except as may be
otherwise provided in Section 7(b) herein, in the event of a change of control (as defined in
Section 7(c)), all awards granted pursuant to the Plan shall be deemed to be earned based on the
assumption that any applicable performance goals were met in full (100%); provided, however, that
the amount of any such bonus shall be reduced on a pro rata basis, so that the participant shall
only receive a pro rata portion of the bonus for each completed month of the applicable performance
period which had elapsed when the change of control occurred. By way of example (and not
limitation), if (i) a participant would have been entitled to a $100,000 bonus based on attainment
of 100% of applicable performance goals during a 12-month performance period, and (ii) a change of
control occurs during the seventh month of the performance period, the participant shall be
entitled to a $50,000 bonus (one-half of the $100,000 bonus that would otherwise have been payable
if the full performance period had elapsed), treating any applicable performance goals as being
fully met. In the event of a change of control, any bonuses payable under Section 7 (whether
payable pursuant to Section 7(a) or Section 7(b) herein) shall be immediately due and payable,
without regard to whether such bonuses are deductible under Code Section 162(m) and without regard
to whether the participant continues in service in the same position following the change of
control, has a change in position or responsibility, or is terminated from employment with the
Company (or successor or surviving corporation). In addition, without in any way limiting the
preceding, in the event that a participant has entered into an employment agreement, change in
control agreement or similar agreement with the Company, the participant shall be entitled to the
greater of the benefits payable upon a change of control of the Company pursuant to Section 7(a) or
Section 7(b) herein or the respective employment agreement, change in control agreement or similar
agreement, and such employment agreement, change in control agreement or similar agreement shall
not be construed to reduce in any way the benefits otherwise payable to a participant upon the
occurrence of a change of control as defined in the Plan.
(b) Notwithstanding the provisions of Section 7(a), in the event that a change of control
(as defined in Section 7(c) herein) occurs, the Committee may, in its sole and absolute discretion,
determine that any or all awards granted pursuant to the Plan shall not be payable on a pro rata
basis as provided in Section 7(a) herein but shall instead be deemed to be earned up to 100% and
treated as if up to 100% of all applicable performance goals for up to 100% of the applicable
performance period were met (in which case such awards shall become immediately due and payable for
the full performance period, notwithstanding the date of the change of control event during the
performance period or the deductibility of awards under Code Section 162(m)), if the Company or the
surviving or acquiring corporation, as the case may be, shall not have taken such action, including
but not limited to the assumption of awards granted under the Plan or the grant of
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substitute awards (in either case, with substantially similar terms or equivalent economic
benefits as awards granted under the Plan), as in the opinion of the Committee is equitable or
appropriate to protect the rights and interests of participants under the Plan. Any payments made
pursuant to this Section 7(b) may not be less than the amount of pro rata bonus payments that would
otherwise be payable under Section 7(a) herein. For the purposes herein, assuming that the
Committee is acting as the Plan administrator authorized to make the determinations provided for in
this Section 7(b), the Committee shall be appointed by the Board of Directors, two-thirds of the
members of which shall have been directors of the Company prior to the merger, share exchange,
reorganization or other business combinations affecting the Company or a related entity.
(c) For the purposes herein, for each participant, a change of control shall have the
definition given the term change in control in the participants change in control agreement with
the Company, or, if the participant has not entered into a change in control agreement with the
Company, then a change of control shall be deemed to have occurred on the earliest of the
following dates:
(i) The date any entity or person 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 Company;
(ii) The date the shareholders of the Company approve a definitive agreement (A) to
merge or consolidate the Company with or into another corporation in which the Company is
not the continuing or surviving corporation or pursuant to which any shares of Common Stock
of the Company would be converted into cash, securities or other property of another
corporation, other than a merger or consolidation of the Company 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
Company; or
(iii) The date there shall have been a change in a majority of the Board within a
12-month period unless the nomination for election by the Companys 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 Company, a subsidiary of the Company or any employee benefit plan(s)
sponsored or maintained by the Company 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. | No Right to Employment |
Nothing contained in this Plan or any action taken pursuant to the Plan shall be construed as
conferring upon any participant the right or imposing upon him the obligation to continue in the
employment of or service to the Company, nor shall it be construed as imposing upon the Company the
obligation to continue the employment or service of a participant. Except as may be otherwise
provided in the Plan or determined by the Committee, all rights of a participant with respect to an
award and distribution of any cash payment subject to an award shall terminate and be
forfeited upon a participants termination of employment or service with the Company.
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9. | Amendment and Termination |
The Board of Directors of the Company may amend, discontinue or terminate the Plan in whole or
in part at any time, provided that (a) approval of an amendment to the Plan by the shareholders of
the Company shall be required to the extent, if any, that shareholder approval of such amendment is
required by applicable laws, rules or regulations; and (b) except as otherwise provided in Section
5(e), no such amendment, discontinuance or termination of the Plan shall adversely affect any award
earned and payable under the Plan as of the date of such amendment or termination without the
participants consent. However, notwithstanding the foregoing, the Committee shall have unilateral
authority to amend the Plan and any award (without participant consent) to the extent necessary to
comply with applicable laws, rules or regulations or changes to applicable laws, rules or
regulations (including but in no way limited to Code Section 162(m) and Code Section 409A, related
regulations and other guidance), and to reduce or eliminate the amount of an award, as provided in
Section 5(e).
10. | Effective Date |
The Plan became effective on June 1, 2006, following approval by the Board and the
shareholders of the Company as required by Code Section 162(m) and related regulations. The Plan
was amended and restated effective June 20, 2011, subject to shareholder approval as required by
Code Section 162(m) and related regulations. To the extent required under Code Section 162(m),
awards under the Plan granted prior to any required shareholder approval shall be conditioned upon
and shall be payable only upon approval of such performance criteria by the shareholders of the
Company in accordance with the requirements of Code Section 162(m).
11. | Miscellaneous |
(a) Taxes; Offset: Any tax required to be withheld by any government authority shall be
deducted from each award. The Company has no responsibility to take or refrain from taking any
actions in order to achieve a certain tax result for the participant or any other person.
Participants are solely responsible and liable for the satisfaction of all taxes and penalties that
may arise in connection with awards (including any taxes arising under Code Section 409A), and the
Company shall not have any obligation to indemnify or otherwise hold any participant harmless from
any or all of such taxes. The Committee, in its sole discretion (but subject to applicable law),
may apply any amounts payable to any participant hereunder as a setoff to satisfy any liabilities
owed to the Company by the participant.
(b) Nonassignability: Unless the Committee determines otherwise, awards and any other rights
under the Plan shall not be subject to anticipation, alienation, pledge, transfer or assignment by
any person entitled thereto, except by designation of a beneficiary or by will or the laws of
intestate succession.
(c) No Trust; Unfunded Plan: The obligation of the Company to make payments hereunder shall
constitute a liability of the Company to the participants. Such payments shall be made from the
general funds of the Company, and the Company shall not be required to establish or
maintain any special or separate fund, or otherwise to segregate assets to assure that such
payments shall be made, and neither the participants nor their beneficiaries shall have any
interest in any particular assets of the Company by reason of its obligations hereunder. Nothing
contained in this Plan shall create or be construed as creating a trust of any kind or any other
fiduciary relationship
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between the Company and the participants or any other person or constitute a
guarantee that the assets of the Company shall be sufficient to pay any benefits to any person. To
the extent that any person acquires a right to receive payments from the Company hereunder, such
right shall be no greater than the right of an unsecured creditor of the Company.
(d) Impact of Plan Award on other Plans: Awards granted pursuant to the Plan shall not be
treated as compensation for purposes of any other compensation or benefit plan, program or
arrangement of the Company, unless either (i) such other plan, program or arrangement provides that
compensation in the form of awards payable under the Plan are to be considered as compensation
thereunder, or (ii) the Committee so determines. The adoption of the Plan shall not affect any
other incentive or other compensation plans or programs in effect for the Company, nor shall the
Plan preclude the Company from establishing any other forms of incentive or other compensation for
employees of the Company.
(e) Facility of Payments: If a participant or any other person entitled to receive an award
under this Plan (the recipient) shall, at the time payment of any such amount is due, be
incapacitated so that such recipient cannot legally receive or acknowledge receipt of the payment,
then the Committee, in its sole and absolute discretion, may direct that the payment be made to the
legal guardian, attorney-in-fact or person with whom such recipient is residing, and such payment
shall be in full satisfaction of the Companys obligation under the Plan with respect to such
amount.
(f) Beneficiary Designation: The Committee may permit a participant to designate in writing a
person or persons as beneficiary, which beneficiary shall be entitled to receive settlement of
awards, if any, to which the participant is otherwise entitled in the event of death. In the
absence of such designation by a participant, and in the event of the participants death, the
estate of the participant shall be treated as beneficiary for purposes of the Plan, unless the
Committee determines otherwise. The Committee shall have sole discretion to approve and interpret
the form or forms of such beneficiary designation.
(g) Governing Law: The Plan shall be construed and its provisions enforced and administered in
accordance with the laws of the State of North Carolina, without regard to the principles of
conflicts of laws, and in accordance with applicable federal laws.
(h) Compliance with Code Section 162(m): The Company intends that compensation under the Plan
payable to covered employees will, to the extent practicable, constitute qualified
performance-based compensation within the meaning of Code Section 162(m) and related regulations,
unless otherwise determined by the Committee. Accordingly, the provisions of the Plan shall be
administered and interpreted in a manner consistent with Code Section 162(m) and related
regulations. If any provision of the Plan or any award that is granted to a covered employee (in
each case, other than payments to be made pursuant to Section 6 and/or Section 7 herein) does not
comply or is inconsistent with the requirements of Code Section 162(m) or related regulations, such
provision shall be construed or deemed amended to the extent necessary to conform to such
requirements.
(i) Adjustments: The Committee is authorized at any time during or after the completion of a
performance period, in its sole discretion, to adjust or modify the terms of awards or performance
objectives, or specify new awards, (i) in the event of any large, special and non-recurring
dividend or distribution, recapitalization, reorganization, merger, consolidation, spin-off,
combination, repurchase, share exchange, forward or reverse split, stock dividend, liquidation,
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dissolution or other similar corporate transaction, (ii) in recognition of any other unusual or
nonrecurring event affecting the Company or the financial statements of the Company (including
events described in (i) above as well as acquisitions and dispositions of businesses and assets and
extraordinary items determined under U.S. Generally Accepted Accounting Principles (GAAP), or
(iii) in response to changes in applicable laws and regulations, accounting principles, and tax
rates (and interpretations thereof) or changes in business conditions or the Committees assessment
of the business strategy of the Company. Unless the Committee determines otherwise, no such
adjustment shall be authorized or made if and to the extent that the existence of such authority or
the making of such adjustment would cause awards granted under the Plan to covered employees whose
compensation is intended to qualify as performance-based compensation under Code Section 162(m)
and related regulations to fail to so qualify.
(j) Compliance with Code Section 409A: Notwithstanding any other provision in the Plan or an
award to the contrary, if and to the extent that Code Section 409A is deemed to apply to the Plan
or any award granted under the Plan, it is the general intention of the Company that the Plan and
any such award shall, to the extent practicable, be construed in accordance therewith. Deferrals
pursuant to an award otherwise exempt from Code Section 409A in a manner that would cause Code
Section 409A to apply shall not be permitted unless such deferrals are in compliance with or exempt
from Code Section 409A. Without in any way limiting the effect of the foregoing, (i) in the event
that Code Section 409A requires that any special terms, provision or conditions be included in the
Plan or any award, then such terms, provisions and conditions shall, to the extent practicable, be
deemed to be made a part of the Plan and/or award, as applicable, and (ii) terms used in the Plan
or an award shall be construed in accordance with Code Section 409A if and to the extent required.
Further, in the event that the Plan or any award shall be deemed not to comply with Code Section
409A, then neither the Company, the Board, the Committee nor its or their designees or agents shall
be liable to any participant or other persons for actions, decisions or determinations made in good
faith.
(k) Restrictions on Awards: Notwithstanding any other Plan provision to the contrary, the
Company shall not be obligated to make any distribution of benefits under the Plan or take any
other action, unless such distribution or action is in compliance with applicable laws, rules and
regulations (including but not limited to applicable requirements of the Code).
(l) Gender and Number: Where the context admits, words in any gender shall include any other
gender, words in the singular shall include the plural and words in the plural shall include the
singular.
(m) Severability: If any provision of the Plan shall be held illegal or invalid for any
reason, such illegality or invalidity shall not affect the remaining parts of the Plan, and the
Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
(n) Binding Effect: The Plan shall be binding upon the Company, its successors and assigns,
and participants, their legal representatives, executors, administrators and beneficiaries.
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This RF Micro Devices, Inc. Cash Bonus Plan, as amended and restated effective June 20, 2011,
has been executed on behalf of the Company on the 3rd day of August, 2011.
RF MICRO DEVICES, INC. |
||||||
By: | /s/ Robert A. Bruggeworth | |||||
Attest:
/s/ William A. Priddy, Jr. |
[Corporate Seal]
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