RF Micro Devices (RFMD)

1.         Purpose

The purpose of the RF Micro Devices, Inc. Cash Bonus Plan, as it may be 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 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 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.  Without limiting the foregoing, the Committee has full authority in its discretion to take any action with respect to the Plan including but not limited to the authority (i) to 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) to 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 Committee's 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 Corporation.  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).  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 provided in the Corporation's 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 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 of the Company, or a portion thereof.)

1.         Purpose.

            The purposes of the Nonemployee Directors' Stock Option Plan of RF Micro Devices, Inc., as amended and restated through June 13, 2003 (the "Plan"), are to compensate nonemployee members of the Board of Directors (the "Board") of RF Micro Devices, Inc. (the "Corporation") for their service on the Board, encourage and enable such members to acquire or to increase their holdings of common stock of the Corporation (the "Common Stock") in order to promote a closer identification of their interests with those of the Corporation and its shareholders, thereby further stimulating their efforts to enhance the efficiency, soundness, profitability, growth and shareholder value of the Corporation, and allow the Corporation to attract and retain qualified nonemployee members of the Board.  These purposes will be carried out through the granting of stock options to nonemployee Directors.  Such options include options granted to nonemployee Directors upon consummation of an initial public offering, and, with respect to nonemployee Directors elected to the Board after consummation of an initial public offering, upon the initial election or appointment to the Board (collectively, "Initial Awards"), and options granted to nonemployee Directors on an annual basis after consummation of an initial public offering ("Annual Awards").  Initial Awards and Annual Awards are referred to collectively herein as "Options" and individually as an "Option."  Such Options are not intended to qualify for treatment as incentive stock options described in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").  For the purposes herein, a "nonemployee Director" shall mean a Director who is not at the time an option is granted an employee of the Corporation or a related corporation.