-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SPABfiwuO+XcIwoelfE2LQMJviJDSzSte/eaUxqJ+exyCLR4LuGS1fycO+iLDnFY LTd1BP9DfKZYJK2MgOB3nw== 0000950152-99-009268.txt : 19991119 0000950152-99-009268.hdr.sgml : 19991119 ACCESSION NUMBER: 0000950152-99-009268 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19991118 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RF MICRO DEVICES INC CENTRAL INDEX KEY: 0000911160 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 561733461 STATE OF INCORPORATION: NC FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52447 FILM NUMBER: 99760529 BUSINESS ADDRESS: STREET 1: 7625 THORNDIKE ROAD CITY: GREENSBORO STATE: NC ZIP: 27409-9421 BUSINESS PHONE: 9106641233 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRW INC CENTRAL INDEX KEY: 0000100030 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 340575430 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1900 RICHMOND RD CITY: CLEVELAND STATE: OH ZIP: 44124 BUSINESS PHONE: 2162917000 MAIL ADDRESS: STREET 1: 1900 RICHMOND ROAD CITY: CLEVELAND STATE: OH ZIP: 44124 SC 13D/A 1 RF MICRO DEVICES, INC./TRW INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------- SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (AMENDMENT NO. 9) RF Micro Devices, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 749941 10 0 - -------------------------------------------------------------------------------- (CUSIP Number) William B. Lawrence TRW Inc. 1900 Richmond Road, 3E Cleveland, Ohio 44124 (216) 291-7230 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 15, 1999 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box __. 2 13D CUSIP NO. 749941 10 0 Page 2 of 5 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) TRW Inc. ("TRW"), I.D. #34-0575430 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ___ (b) ___ 3 SEC USE ONLY 4 SOURCE OF FUNDS WC, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ____ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio NUMBER OF 7 SOLE VOTING POWER 15,935,948 SHARES ------------------- BENEFICIALLY 8 SHARED VOTING POWER -- OWNED BY ------------------- EACH 9 SOLE DISPOSITIVE POWER 15,935,948 REPORTING ------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER -- ------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,935,948 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES_______ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.1 percent 14 TYPE OF REPORTING PERSON CO 3 SCHEDULE 13D This Amendment No. 9 on Schedule 13D amends the beneficial ownership statement initially filed on February 12, 1998 on Schedule 13G, as amended by Amendment No. 1 on Schedule 13D filed on June 29, 1998, Amendment No. 2 on Schedule 13D filed on September 18, 1998, Amendment No. 3 on Schedule 13D filed on February 3, 1999, Amendment No. 4 on Schedule 13D filed on April 29, 1999, Amendment No. 5 on Schedule 13D filed on June 1, 1999, Amendment No. 6 on Schedule 13D filed on June 9, 1999, Amendment No. 7 on Schedule 13D filed on October 5, 1999 and Amendment No. 8 on Schedule 13D filed on October 12, 1999 (collectively, the "Schedule 13D"), pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended, by TRW Inc., an Ohio corporation ("TRW"). This statement is being filed to reflect the execution of a new License Agreement and a Cooperation Agreement by and between TRW and RF Micro Devices, Inc. ("RFMD") on November 15, 1999. Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given such terms in the Schedule 13D. Except as modified herein, there have been no other changes in the information previously reported in the Schedule 13D. Item 4. Purpose of Transaction. Item 4 is amended by adding the following paragraphs at the conclusion of the fourth paragraph thereof: On November 15, 1999, TRW and RFMD expanded their strategic relationship through the execution of a new License Agreement (the "License Agreement"), pursuant to which TRW has expanded the license granted RFMD in 1996 to permit RFMD to use TRW's patented gallium arsenide heterojunction bipolar transistor ("GaAs HBT") technology to manufacture products for commercial coaxial and other non-fiber wire applications, including the broadband wired market. On this same date, TRW and RFMD also entered into a Cooperation Agreement (the "Cooperation Agreement") pursuant to which, among other things, the parties agreed to negotiate in good faith with each other regarding additional licensing arrangements and an extended GaAs HBT supply agreement, and TRW committed to maintain stock ownership of at least 7.94 million shares of RFMD Common Stock, no par value ("RFMD Common Stock"), until May 1, 2001. In exchange for granting the expanded license to RFMD and entering into the Cooperation Agreement, RFMD granted TRW two warrants (the "Warrants") to purchase, in the aggregate, 750,000 shares of RFMD Common Stock. The Warrants will become exercisable in 2001 and are subject, in part, to the achievement of certain sales milestones by RFMD. The Warrants will be priced at a specified discount to the average closing price per share of RFMD Common Stock for the ten trading days immediately preceding December 31, 2000. A copy of the License Agreement, the Cooperation Agreement and the Warrants are filed as exhibits to this Schedule 13D and are incorporated herein by reference. Since January 1999, TRW has reduced its ownership in RFMD to approximately 20 percent, raising proceeds to pay off debt incurred to finance its acquisition of LucasVarity. Subject to market conditions, TRW intends to reduce its holdings in RFMD further to continue its debt reduction efforts, but, as noted above, has agreed to hold a minimum of 7.94 million shares of RFMD Common Stock until May 1, 2001. (Page 3 of 5) 4 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 is amended by adding the following paragraph at the conclusion thereof: As noted above, pursuant to the Cooperation Agreement entered into between TRW and RFMD on November 15, 1999, TRW has agreed to maintain stock ownership of at least 7.94 million shares of RFMD Common Stock until May 1, 2001. Further, the Warrants provide that TRW may not assign, sell or otherwise transfer, dispose of, make any short sale of, pledge, hypothecate, grant any option for the purpose of, or enter into any hedging, synthetic sale or similar transaction with the same economic effect as a sale of, the Warrants or any of TRW's rights under the Warrants, except to an affiliate of TRW or as a result of a merger or consolidation of TRW into another entity. Item 7. Material to be Filed as Exhibits. Item 7 is amended by adding the following exhibits thereto: Exhibit No. Document - ----------- -------- 3.8 License Agreement, by and between TRW Inc. and RF Micro Devices, Inc., dated November 15, 1999 3.9 Cooperation Agreement, by and between TRW Inc. and RF Micro Devices, Inc., dated November 15, 1999 3.10 Warrant No. 99-1, issued by RF Micro Devices, Inc. to TRW Inc., dated November 15, 1999 3.11 Warrant No. 99-2, issued by RF Micro Devices, Inc. to TRW Inc., dated November 15, 1999 (Page 4 of 5) 5 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 18, 1999 TRW INC. By: /s/ Kathleen A. Weigand ---------------------------------- Kathleen A. Weigand Vice President, Assistant General Counsel and Assistant Secretary (Page 5 of 5) EX-3.8 2 EXHIBIT 3.8 1 Exhibit 3.8 LICENSE AGREEMENT BY AND BETWEEN TRW SPACE & ELECTRONICS GROUP ONE SPACE PARK REDONDO BEACH, CALIFORNIA 90278 AND RF MICRO DEVICES, INC. 7625 THORNDIKE ROAD GREENSBORO, NORTH CAROLINA 27409 2 TRW/RF Micro Devices License Agreement November 15, 1999 LICENSE AGREEMENT THIS AGREEMENT, made and entered into as the 15th day of November, 1999 by and between the Space & Electronics Group of TRW Inc., an Ohio corporation, having offices at One Space Park, Redondo Beach, California 90278 (hereinafter "Licensor") and RF Micro Devices, Inc., a North Carolina corporation, having offices at 7625 Thorndike Road, Greensboro, North Carolina 27410 (hereinafter "Licensee"). WHEREAS, Licensor has developed, designed and manufactured certain kinds of gallium arsenide heterojunction bipolar transistors, and possesses patents rights and technical information and know-how relating thereto; and WHEREAS, Licensee has an existing license from Licensor to design, manufacture and sell GaAs heterojunction bipolar transistors and products incorporating such GaAs heterojunction bipolar transistors under Licensor's patent rights and to receive technical assistance relating thereto in certain specified fields of use; and WHEREAS, Licensee desires to obtain from Licensor an additional license under Licensor's patent rights and technical information relating to such GaAs heterojunction bipolar transistors for further specified fields of use; and WHEREAS, Licensor is willing to grant such license for additional specified fields of use. THEREFORE, in consideration of the mutual promises herein contained and the mutual benefits to be derived therefrom, Licensor and Licensee agree as follows: ARTICLE 1 DEFINITIONS The following words and phrases shall have the meanings set forth below unless the context requires a different meaning: --2-- 3 TRW/RF Micro Devices License Agreement November 15, 1999 1.1 AGREEMENT: This Agreement. 1.2 COMMERCIAL: Involving the transfer or sale of products where the transaction does not require qualification of the product to relevant specifications in, for example, mil-m-38510, mil-std-883, mil-i-38534, mil-i-38535 or similar specifications and subsequent versions issued by any agency of the United States government. 1.3 EFFECTIVE DATE: November 15, 1999. 1.4 EXISTING AGREEMENT: The License and Technical Assistance Agreement between Licensor and Licensee dated June 6, 1996 related to the Licensor's HBT and molecular beam epitaxy processes. 1.5 EXISTING TRW GAAS HBT PATENT RIGHTS: Licensor's presently existing patents and filed patent applications, and any patent and patent applications filed by Licensor after the Effective Date to protect inventions relating to GaAs HBTs conceived or first actually reduced to practice prior to the Effective Date, and any United States and foreign patents which issue from any continuations, continuations-in-part, divisionals or substitutions thereof, and all extensions, reexaminations, renewals and reissues therefrom, and all rights to bring an action against any person to recover damages or profits resulting from infringement of the foregoing. 1.6 FUTURE TRW GAAS HBT PATENT RIGHTS: Licensor's United States and foreign patents and patent applications filed by Licensor to protect inventions relating to GaAs HBTs conceived subsequent to the Effective Date, and any United States and foreign patents which issue from any continuations, continuations-in-part, divisionals or substitutions thereof, and all extensions, reexaminations, renewals and reissues therefrom, and all rights to bring an action against any person to recover damages or profits resulting from infringement of the foregoing. 1.7 GAAS HBT: A heterojunction bipolar transistor having a base, emitter and collector formed on a substrate of gallium arsenide, and the manufacturing process utilized for forming such transistors on the gallium arsenide substrate. --3-- 4 TRW/RF Micro Devices License Agreement November 15, 1999 1.8 HBT TECHNICAL INFORMATION: All documentation, know-how, software or other information of Licensor relating to Licensor's GaAs HBT, whether or not it is considered proprietary or a trade secret by Licensor including, without limitation, data and information contained in reports, documents, computer programs, drawings and graphs, schematics, manuals, files and notes in any medium or representation, electronic or otherwise. 1.9 LICENSED FIELD: The design, development, manufacture, use, testing, sale, marketing, service, and repair of Licensed Products, including the sale of spare parts for or spare complete Licensed Products by Licensee, for Commercial customers for the generation, transmission, reception, conversion, tuning or other conditioning of voice, data or other information via coaxial cable, twisted pair, or other wired or combination wireless and wired transmission systems but only if the wireless transmission system operates on signals having a frequency of less than ten (10) gigahertz. The term specifically excludes, without limitation, the design, development, manufacture, use, testing, sale, marketing, service and repair of Licensed Products for use in fiber optic transmission systems. 1.10 LICENSED PRODUCTS: Any GaAs HBT products where the emitter of the GaAs HBT has a width of between One (1) and Three (3) microns inclusive. 1.11 PATENT RIGHTS: Existing TRW GaAs HBT Patent Rights and Future TRW GaAs HBT Patent Rights. 1.12 TRANSFER: any mortgage, pledge, transfer, sale, assignment or other disposition, whether voluntary, by operation of law (including by merger) or otherwise, of a party's rights hereunder. ARTICLE 2 LICENSE 2.1 LICENSE: Licensor hereby grants to Licensee, subject to the terms and conditions of this Agreement, a fully paid up, royalty free worldwide right and license under Existing TRW GaAs HBT Patent Rights, Future TRW GaAs HBT Patent Rights and to HBT Technical Information to design, develop, manufacture, use, test, sell, market, service, and repair Licensed Products in the Licensed Field. --4-- 5 TRW/RF Micro Devices License Agreement November 15, 1999 2.1.1 The license granted in this Section 2.1 shall be a non-exclusive license for Licensed Products in the Licensed Field. 2.1.2 The license granted in this Section 2.1 shall be perpetual, subject to the provisions of Article 8 relating to termination and Article 11 relating to default of this Agreement. 2.1.3 The license granted in this Section 2.1 is effective as of the Effective Date. 2.1.4 Licensee shall have the right to assign the licenses to utilize Existing TRW GaAs HBT Patent Rights, Future TRW HBT Patent Rights and HBT Technical Information granted in this Section 2.1 to responsible parties, but only in accordance with the provisions of Article 13 herein. 2.1.5 Licensee shall not have the right to grant sublicenses under the licenses to utilize Existing TRW GaAs HBT Patent Rights, Future TRW HBT Patent Rights and HBT Technical Information granted in this Section 2.1 2.1.6 The license granted in this Section 2.1 to utilize HBT Technical Information in the Licensed Field is a continuing license that extends automatically without any further action on the part of Licensor or Licensee to (i) any modification, update, change or other improvement to the HBT Technical Information that is made by Licensor after the Effective Date; and (ii) any discovery, development or other invention made by Licensor after the Effective Date that constitutes new HBT Technical Information. 2.2 FUTURE TECHNOLOGIES: Except for the Future TRW GaAs HBT Patent Rights, or as specified in Section 2.1.6, rights and licenses to future TRW technologies applicable to the Licensed Products are not granted to Licensee by this Agreement. Commencing on the Effective Date and continuing until ten (10) years from the Effective Date, rights and licenses to the Patent Rights, the HBT Technical Information, and other TRW future technologies applicable to the Licensed Products not granted to Licensee by this Agreement or the Existing Agreement shall be offered to Licensee by Licensor on the following terms and conditions: --5-- 6 TRW/RF Micro Devices License Agreement November 15, 1999 2.2.1 Licensor shall deliver a notice to Licensee stating its bona fide intention to grant rights and/or licensees to a third party for technologies applicable to the Licensed Products, and identify the specific technology it desires to license (the "Offered Technology") and the terms and conditions by which it proposes to license the Offered Technology. 2.2.2 Within forty-five (45) days after the date of such notice, Licensee shall inform Licensor whether or not it is willing to license the Offered Technology upon the same terms and conditions which Licensor proposes to license the Offered Technology to the third party. If Licensor has not received Licensee's decision by the end of the forty-five (45) day period, it will be deemed that Licensee has decided not to license the Offered Technology. 2.2.3 If Licensee does not elect to license the Offered Technology in accordance with Section 2.2.2, Licensor may license the Offered Technology to any third party upon terms which in their entirety are no more favorable to the prospective third party than those specified to Licensee, provided that the license is consummated within ninety (90) days of the date of the notice to Licensee. Licensor may, at its discretion, alter the final terms of the license to the third party from those notified to Licensee such that, though individual terms may be more favorable to the third party, the overall license terms and conditions are in their entirety no more favorable to the third party than those notified. If the final terms and conditions are, in their entirety, considered to be more favorable to the third party than those notified to Licensee, then Licensor must offer those terms to Licensee in accordance with Section 2.2.2, and Licensee shall have forty-five (45) days to elect to license the Offered Technology. 2.2.4 All obligations to grant licenses to future TRW technologies under this Section 2.2 shall terminate ten (10) years from the Effective Date. 2.2.5 Licensor's obligation to notify Licensee of proposed licenses under Section 2.2.1 herein, and Licensee's opportunity to license specified in Section 2.2.2 herein, are not applicable to --6-- 7 TRW/RF Micro Devices License Agreement November 15, 1999 licenses proposed to be granted by Licensor to its affiliated companies. 2.3 EXCLUSION: Except as otherwise provided in this Agreement, the license and rights granted hereunder shall not be interpreted as granting or implying the grant of rights in any other invention or technical information of either party. 2.4 MARKINGS: To the extent practical, Licensee shall provide on any Licensed Product or component parts thereof manufactured, used or sold utilizing any of the rights or licenses granted under this Agreement, or on the packaging or data sheets related thereto so long as the marking is in accordance with applicable marking provisions of United States or foreign patent laws, a legible notice that such Licensed Product or component part is manufactured under a license granted by Licensor. Licensee shall submit to Licensor prior to marking any Licensed Product or component part thereof the full copy of such proposed marking for written approval by Licensor, which approval will not be unreasonably withheld and will be deemed given unless Licensor responds to the contrary within ten (10) business days of such submission. No rights are granted hereunder by either party to the other regarding their respective trade names or trademarks. 2.5 LICENSOR RESERVATIONS: Licensor reserves unto itself the rights to utilize Existing TRW GaAs HBT Patent Rights, Future TRW GaAs HBT Patent Rights, and HBT Technical Information to manufacture, have manufactured, use, test, sell, service, and repair Licensed Products in the Licensed Field and to grant sublicenses to other parties to do so, subject to the provisions of Section 2.2. 2.6 MAINTENANCE OF PATENTS: Licensor shall retain the right to manage and control the prosecution and maintenance of patent applications and patents included in the Patent Rights on the basis provided in the Existing Agreement. 2.7 ENFORCEMENT OF PATENT RIGHTS: 2.7.1 If either party hereto learns at any time of any infringement or threatened infringement by any other person of any enforceable Patent Rights owned by or licensed to the other party --7-- 8 TRW/RF Micro Devices License Agreement November 15, 1999 after the Effective Date, that party shall give notice of that infringement or threatened infringement to the other party. The parties shall then consult together as to the best course of action to pursue in response to such potential infringement, but neither party shall be obligated to institute legal action at its own expense. A good faith failure by one party to provide such notice to the other party shall not be deemed a breach of this Agreement and shall not give rise to a right of action by other party. 2.7.2 In the event that the parties do not reach an agreement as contemplated by Section 2.7.1 hereof as to the best course of action to pursue with respect to a potential infringement (i) Licensor shall have the right, but not the obligation, to institute legal action, through counsel of its own choosing and at its sole expense, to restrain any infringement or threatened infringement, or to recover damages therefor, of its enforceable Patent Rights, and (ii) Licensee shall have the right, but not the obligation, to institute legal action, through counsel of its own choosing and at its sole expense, to restrain any infringement or threatened infringement, or to recover damages therefor, of its enforceable Patent Rights in the Licensed Field. The party that bears the expenses of pursuing legal action against a third party infringer shall be entitled to any damages, lost profits or other monies recovered by judgment, decree, settlement, arbitration or otherwise, resulting from such legal action. 2.7.3 In the event that one party elects to institute legal action against a third party infringer, the other party shall fully cooperate in the prosecution of such action including joining as a party in suit when necessary to acquire standing to institute legal action pursuant to this Section 2.7; provided, however, that such other party shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing such cooperation including its reasonable legal fees and expenses. The electing party shall reimburse the other party for all such expenses within thirty (30) days after its receipt of an invoice from the other party that describes such expenses in reasonable detail, with supporting documentation as appropriate. --8-- 9 TRW/RF Micro Devices License Agreement November 15, 1999 ARTICLE 3 HBT TECHNICAL INFORMATION 3.1 HBT TECHNICAL INFORMATION: Licensor shall not be obligated to reduce to a tangible medium of expression any HBT Technical Information. 3.2 DELIVERY OF HBT TECHNICAL INFORMATION: The HBT Technical Information related to Licensed Products shall be delivered to Licensee in accordance with the provisions of the Existing Agreement, and no HBT Technical Information shall be delivered as a result of this Agreement. Licensor shall deliver to Licensee one legible copy of each issued patent and all patent applications included in the Patent Rights as soon as practical after the Effective Date, but only if such patents and patent applications are specific to Licensed Products in the Licensed Field. Licensor shall also promptly furnish Licensee a copy of all patent applications filed and patents issued after the Effective Date that are included in the Patent Rights, but only if such patent applications and patents are specific to Licensed Products in the Licensed Field. 3.3 USE AND NONDISCLOSURE: Licensee shall not use or permit the use of HBT Technical Information for any purpose not authorized by this Agreement or by the Existing Agreement. Licensee shall hold in confidence, and shall not disclose or communicate or permit to be disclosed or communicated to any third person, any HBT Technical Information which is furnished to Licensee hereunder except in accordance with the Existing Agreement. Licensee shall take or cause to be taken all necessary precautions to the same extent that it would with its own technical information, but in no event less than a reasonable standard of care, to prevent the disclosure or communication of HBT Technical Information to third persons. 3.4 UPDATES OF HBT TECHNICAL INFORMATION: Except as specified in the Existing Agreement, Licensor shall be under no obligation to deliver to Licensee any modifications or additions to HBT Technical Information. 3.5 RESTRICTIONS: The rights granted Licensee herein cover only Licensed Products for use as licensed hereunder, and Licensee agrees that it shall not, during the term of this Agreement, manufacture, sell, lease or otherwise dispose of any Licensed Products or parts thereof embodying --9-- 10 TRW/RF Micro Devices License Agreement November 15, 1999 any of the Patent Rights except insofar as the application thereof is expressly provided for under this Agreement or under the Existing Agreement. ARTICLE 4 CONSIDERATION In consideration of all rights, licenses, and HBT Technical Information and benefits conferred to Licensee hereunder, Licensee has issued to Licensor the Warrants set forth in the Cooperation Agreement between Licensor and Licensee entered into and effective concurrently with this Agreement. ARTICLE 5 MANUFACTURE OF LICENSED PRODUCTS Licensee agrees to use commercially reasonable efforts to place itself in, and to maintain, a position to manufacture, test, sell, service, repair, and maintain Licensed Products for application in the Licensed Field in the manner necessary to supply effectively the demand therefor. ARTICLE 6 IMPROVEMENTS Licensee agrees that any modifications or improvements in the Licensed Products, Patent Rights or the HBT Technical Information made by Licensee, including any inventions, shall be promptly made known to Licensor in the form of drawings, written descriptions, or other data, and Licensor shall have a royalty free, non-exclusive right to use such modifications or improvements, including any inventions. Licensee further agrees to inform Licensor from time to time in writing of any of Licensee's patents and patent applications relating to such modifications, improvements or inventions. If, in countries selected by Licensor, Licensee decides it shall not file applications for, or maintain patents upon, Licensee's modifications, improvements or inventions, then Licensor shall have the right to do so at its expense and such applications and patents shall be and become its property, provided Licensee shall continue to have --10-- 11 TRW/RF Micro Devices License Agreement November 15, 1999 the right to make use thereof on a non-exclusive basis in the Licensed Field. Licensee shall use its best efforts to have executed such application papers and assignments as Licensor may request in connection with such patents. The provisions of this Article 6 shall survive termination or expiration of this Agreement insofar as the rights of the parties to use such improvements, modifications, inventions and patents are concerned. ARTICLE 7 REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION 7.1 REPRESENTATIONS AND WARRANTIES OF LICENSOR: Except as provided for or otherwise described in this Agreement, Licensor represents and warrants to Licensee as follows: 7.1.1 As of the Effective Date, Licensor is the owner of all Patent Rights and HBT Technical Information licensed in this Agreement in existence as of the Effective Date. 7.1.2 As of the Effective Date, Licensor has all requisite power and authority to enter into and execute this Agreement, to grant the licenses provided herein and to perform its obligations hereunder. 7.1.3 This Agreement constitutes a legal, valid and binding obligation of Licensor, enforceable against Licensor in accordance with its terms. 7.1.4 Licensor has not entered into any agreement with third parties that would conflict with the terms and conditions herein. Neither the execution and delivery of this Agreement nor the performance by Licensor of any of its obligations hereunder will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or By-Laws of Licensor, as amended. 7.1.5 No royalties or fees have been paid by Licensor to other persons by reason of its ownership of the Patent Rights or HBT Technical Information. --11-- 12 TRW/RF Micro Devices License Agreement November 15, 1999 7.1.6 As of the Effective Date there is no pending or, to the actual knowledge of Licensor, threatened claim, litigation or rendered decision, judgment or holding against Licensor concerning: (i) any claims of ownership by Licensor to any of the Patent Rights or HBT Technical Information; (ii) the validity, registrability or enforceability of any intellectual property rights of Licensor associated with any of the Patent Rights or HBT Technical Information; (iii) the license of any Patent Rights or HBT Technical Information to Licensee; or (iv) that the Commercial manufacture, use or sale of any Licensed Product violates the intellectual property rights of any other person. 7.2 LICENSOR'S RIGHTS: Licensor does not make any representation or warranty as to the validity of the Patent Rights or that the manufacture, use or sale of Licensed Products shall not infringe the intellectual property rights of third parties. 7.3 REPRESENTATIONS AND WARRANTIES OF LICENSEE: Except as provided for or otherwise described in this Agreement, Licensee represents and warrants to Licensor as follows: 7.3.1 Licensee has all requisite power and authority to enter into and execute this Agreement and to perform its obligations hereunder. 7.3.2 This Agreement constitutes a legal, valid and binding obligation of Licensee, enforceable against Licensee in accordance with its terms. 7.3.3 Licensee has not entered into any agreements with third parties that would conflict with the terms and conditions herein. Neither the execution and delivery of this Agreement nor the performance by Licensee of its obligations hereunder will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default, under the Articles of Incorporation or By-Laws of Licensee, as amended. 7.4 LIMITATION OF LIABILITY: Licensor does not assume any responsibility, nor does Licensor give any warranties to Licensee, of any --12-- 13 TRW/RF Micro Devices License Agreement November 15, 1999 nature whatsoever, with respect to the ability of Licensee to construct successfully Licensed Products using the HBT Technical Information or Patent Rights. LICENSOR'S WARRANTY OBLIGATIONS AND LICENSEE'S REMEDIES THEREUNDER ARE SOLELY AND EXCLUSIVELY AS STATED HEREIN. 7.5 EXCLUSION: THE WARRANTIES PROVIDED IN THIS ARTICLE 7 ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY EXCLUDED. LICENSOR'S WARRANTY OBLIGATIONS AND LICENSEE'S REMEDIES ARE SOLELY AND EXCLUSIVELY AS STATED IN THIS ARTICLE 7. IN NO CASE SHALL LICENSOR OR LICENSEE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT, WARRANTY, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY. LICENSOR DOES NOT MAKE ANY WARRANTY AS TO THE VALIDITY OR ENFORCEABILITY OF THE PATENT RIGHTS. ARTICLE 8 TERM AND TERMINATION This Agreement shall commence on the Effective Date, and shall remain in effect unless this Agreement is terminated for default in accordance with Section 11.2. ARTICLE 9 EXCUSABLE DELAY 9.1 NOTICE: If either Licensor or Licensee is unable to perform any of their respective obligations as herein provided then the party whose performance is prevented or delayed shall give the other party notice thereof as soon as reasonably possible under the circumstances and information regarding the cause or reason therefor. 9.2 EXCUSABLE DELAY: If either Licensor or Licensee is unable to perform any of their respective obligations as herein provided due to any --13-- 14 TRW/RF Micro Devices License Agreement November 15, 1999 circumstances beyond its reasonable control, but not due to its negligence (including but not limited to strikes, war, an act of God, a public enemy, interference by any civil or military authority, inability to secure governmental approval, materials or services or similar cause) and gives notice to the other as provided in Section 9.1, then the time of performance of any such obligation shall be extended for a period equal to the number of days during which performance thereof was delayed due to such circumstances, and during such period such party shall not be deemed in default of this Agreement. ARTICLE 10 NOTICES AND LEGAL ADDRESSES Except as otherwise expressly provided, all notices under this Agreement shall be made by fax, confirmed by letter, to the fax numbers and addresses below: Licensee: RF Micro Devices, Inc. 7625 Thorndike Road Greensboro, North Carolina 27409 Telecopy: 336-664-0311 Attention: Jerry Neal Licensor: TRW Inc. Space & Electronics Group One Space Park Redondo Beach, California 90278 Telecopy: 310-813-4115 Attention: Vice President and General Manager Telecommunication Programs Division ARTICLE 11 DEFAULT 11.1 DEFAULT: The occurrence of one or more of the following shall constitute a default hereunder: --14-- 15 TRW/RF Micro Devices License Agreement November 15, 1999 11.1.1 In the event a party fails to pay any sum due and payable hereunder within ten (10) days after same has become due and payable and such failure continues for fifteen (15) days after written notice from the payee; 11.1.2 In the event Licensor is unable to fulfill its obligations under this Agreement as a result of: (a) liens, claims, charges or encumbrances in existence as of the Effective Date or arising as a result of Licensor's execution or performance of this Agreement; (b) Licensor's failure to obtain all consents, approvals or authorizations of other persons necessary as of the Effective Date in order to grant the licenses provided for herein; (c) Licensor's failure to make all filings, notifications and registrations with all governmental authorities, if any, necessary as of the Effective Date in order to grant the licenses provided for herein; or (d) any federal, state or local judgment, writ, decree, order, statute, rule or regulation applicable as of the Effective Date to Licensor, the Patent Rights or HBT Technical Information, and such inability continues for a period of thirty (30) days after written notice from Licensee specifying such failure, provided that if the failure be such that it cannot with due diligence be cured within such thirty (30) day period, then Licensor shall have such longer period, not to exceed thirty (30) additional days, as shall be reasonably necessary to cure such failure so long as Licensor is acting in good faith and with due diligence; 11.1.3 In the event a party fails to perform any other material covenant or obligation required to be performed by such party hereunder and such failure continues for a period of thirty (30) days after written notice from the nondefaulting party specifying such failure, provided that if the failure be such that it cannot be cured solely by the payment of money and cannot with due diligence be cured within such thirty (30) day period, then the notified party shall have such longer period, not to exceed thirty (30) additional days, as shall be reasonably necessary to cure such failure so long as such party is acting in good faith and with due diligence; 11.1.4 In the event a party (i) shall commence a voluntary case or other proceeding seeking dissolution, liquidation or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a receiver, trustee, liquidator, custodian or other similar official, or (ii) shall consent to any such relief or to the appointment of, or taking possession by, such official in any voluntary case or other proceeding commenced against it; or 11.1.5 In the event any involuntary case or other proceeding shall be commenced against a party seeking dissolution, liquidation or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking --15-- 16 TRW/RF Micro Devices License Agreement November 15, 1999 the appointment of a receiver, trustee, liquidator, custodian or other similar official of it or any substantial part of its property, if such involuntary case or other proceeding shall remain undismissed and unstayed for a period of sixty (60) days. 11.2 REMEDY: If any party is in default as specified in Section 11.1, the party not in default may terminate this Agreement by giving the other party thirty (30) days prior written notice of termination and pursue any other remedy hereunder or otherwise available to it at law or in equity. 11.3 COMPENSATION: Each party hereby expressly agrees and acknowledges that termination of this Agreement by either party for default shall not entitle the other party to any termination compensation or to any payment in respect of any goodwill established during the term of this Agreement or render the party liable for damages on account of any loss of prospective profits or on account of any expenditure, investment or obligation incurred or made by the parties, or otherwise. 11.4 PERFORMANCE AFTER DEFAULT TERMINATION: If this Agreement is terminated for default, whether due to the default of Licensor or otherwise, Licensee shall discontinue the use of the Patent Rights, and HBT Technical Information and shall return to Licensor all HBT Technical Information furnished to or otherwise made available to Licensee hereunder. ARTICLE 12 SURVIVAL OF OBLIGATIONS Other provisions hereof notwithstanding, the obligations of Licensor and Licensee under Articles 6 and 7 and Section 3.3 shall survive the termination and expiration of this Agreement. --16-- 17 TRW/RF Micro Devices License Agreement November 15, 1999 ARTICLE 13 SUBLICENSES, ASSIGNMENTS AND TRANSFERS 13.1 COMPLIANCE WITH ASSIGNMENT RESTRICTIONS: Neither party may sublicense or Transfer any of its rights or obligations under this Agreement in whole or in part or delegate any of its obligations or duties hereunder to any person except upon compliance with this Article 13. 13.2 LICENSEE TRANSFER OF LICENSE: Licensee may Transfer its license rights under Section 2.1 to any person or organization but only in connection with the sale or Transfer of substantially all of the assets of Licensee pertaining to the use of Licensed Products in the Licensed Field. The Transfer of the license, when permitted, shall be notified to Licensor by delivering to Licensor a written undertaking executed by the transferee under which such transferee acknowledges that the rights it is acquiring from Licensee are limited to the Licensed Field in accordance with this Agreement. 13.3 EFFECT OF NON-COMPLIANCE: Any purported sublicense or Transfer in contravention of this Agreement shall be null and void and of no force or effect. ARTICLE 14 MISCELLANEOUS 14.1 HEADINGS: The headings and titles to the Articles and Sections of this Agreement are inserted for convenience only and shall not be deemed a part hereof or affect the construction or interpretation of any provision hereof. 14.2 REMEDIES: Unless otherwise expressly provided herein, the rights and remedies hereunder are in addition to, and not in limitation of, other rights and remedies under the Agreement, and exercise of one right or remedy shall not be deemed a waiver of any other right or remedy. 14.3 MODIFICATION - WAIVER: No cancellation, modification, amendment, deletion, addition or other change in this Agreement or any provision hereof, or waiver of any right or remedy herein provided, shall be --17-- 18 TRW/RF Micro Devices License Agreement November 15, 1999 effective for any purpose unless specifically set forth in a writing signed by the party to be bound thereby and specifically referencing this Agreement. No waiver of any right or remedy in respect of any occurrence or event on one occasion shall be deemed a waiver of such right or remedy in respect of such occurrence or event on any other occasion. 14.4 ENTIRE AGREEMENT: This Agreement supersedes all other agreements, oral or written, heretofore made with respect to the subject hereof and the transactions contemplated hereby and, in conjunction with the Existing Agreement and the Cooperation Agreement to be executed concurrently with this Agreement, contains the entire agreement of the parties. 14.5 CONTROLLING LAW: All questions concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties hereunder shall be governed by and construed in accordance with the laws of the State of California, United States of America applicable to contracts entered into and wholly to be performed in the State of California. 14.6 SUCCESSORS AND ASSIGNS: The provisions of this Agreement shall be binding upon and inure to the benefit of Licensor and Licensee and their respective successors and assigns, but this provision shall not be deemed to expand or otherwise affect the limitations on assignment and sublicensing set forth in Article 13 . 14.7 COUNTERPARTS: This Agreement has been executed in several counterparts, each of which shall be deemed to be an original copy hereof. 14.8 GOVERNMENT REGULATIONS: This Agreement is subject to all the laws and regulations, and other administrative acts, now or hereinafter in effect, of the United States Government and its departments and agencies. HBT Technical Information, any Licensed Product, component, or spare part, are not authorized to be directly or indirectly sold, leased, released, assigned, transferred, conveyed, or in any manner disposed of in or to any country where such sale, lease, assignment, transferal, conveyance or use, is regulated by the United States Government without first obtaining any necessary approvals of the United States Government. --18-- 19 TRW/RF Micro Devices License Agreement November 15, 1999 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first set forth above. TRW Inc. Space & Electronics Group By: /s/ Timothy W. Hannemann ------------------------------- RF Micro Devices, Inc. By: /s/ Jerry D. Neal ------------------------------- --19-- EX-3.9 3 EXHIBIT 3.9 1 Exhibit 3.9 COOPERATION AGREEMENT This Cooperation Agreement (the "Agreement") is entered into as of this 15th day of November, 1999, by and between TRW Inc. ("TRW") and RF Micro Devices, Inc. ("RFMD"). WHEREAS, TRW and RFMD have previously entered into a License and Technical Assistance Agreement, dated as of June 6, 1996 (the "1996 Agreement"; and WHEREAS, TRW and RFMD entered into a new License Agreement, dated the date hereof (the "1999 Agreement"), whereby TRW has agreed to expand the scope of the license granted under the 1996 Agreement to cover additional product applications; and WHEREAS, TRW and RFMD wish to reaffirm and extend the cooperative nature that has characterized their relationship in the past; and WHEREAS, TRW and RFMD wish to document their intentions concerning future cooperative actions; NOW THEREFORE, the parties hereto agree as follows: 1. STRATEGIC RELATIONSHIP. TRW and RFMD reaffirm their historical and ongoing strategic relationship as evidenced in the 1996 Agreement and the 1999 Agreement. More specifically, the parties agree to continue to exchange technical information with each other concerning the Licensed Products in the Licensed Fields (as such terms are defined in the 1996 Agreement and the 1999 Agreement). Further, during the term of this Agreement, the parties shall on a regular basis consult with each other concerning new technologies which are developed by either party and which could be reasonably viewed as applicable to other party's markets. 2. LICENSE EXPANSION. The parties agree that, during the term of this Agreement, TRW, upon the request of RFMD, shall enter into good faith negotiations with RFMD concerning the further expansion of the licenses granted in the 1996 Agreement and the 1999 Agreement beyond the respective Licensed Fields for the respective Licensed Products (as defined in the 1996 Agreement and the 1999 Agreement). Further, TRW, upon the request of RFMD, shall enter into discussions with RFMD concerning the possible licensing of new or existing TRW technologies that may be applicable to RFMD's markets. Neither of the parties is obligated to enter into any new or expanded license, and the terms of any such new or expanded license shall be subject to the mutual agreement of the parties. 2 3. SUPPLY AGREEMENT AMENDMENT. Upon the request of TRW, RFMD agrees to enter into good faith negotiations with TRW concerning the extension of the Supply Agreement, dated as of June 6, 1996, as amended (the "Supply Agreement"), between TRW and RFMD. Neither of the parties is obligated to enter into any amendment of the Supply Agreement, and the terms of any such amendment to the Supply Agreement shall be subject to the mutual agreement of the parties. 4. STOCK OWNERSHIP COMMITMENT. In conjunction with the announcement referred to in paragraph 6 hereof, TRW shall publicly state that until May 1, 2001 it (directly and/or indirectly through its affiliated entities) will continue to beneficially hold at least 7,941,161 shares of RFMD common stock (such number to be adjusted for stock divisions, stock combinations, stock recapitalizations and stock reclassifications and stock dividends). Further, TRW agrees that it shall beneficially hold 7,941,161 shares of RFMD common stock (directly and/or indirectly through its affiliated entities) (such number to be adjusted for stock divisions, stock combinations, stock recapitalizations and stock reclassifications and stock dividends) until May 1, 2001 and shall not, at any time prior to May 1, 2001, sell, assign or otherwise transfer, dispose of, grant any option to purchase, make any short sale of or enter into any hedging, synthetic sale or similar transaction with the same economic effect as a sale that would have the effect of causing its RFMD common stock ownership to fall below such number of shares (as may be adjusted), except in conjunction with a transaction involving a Change in Control of RFMD (as such term is defined in paragraph 1(b) of Warrant 99-2 referred to in paragraph 5 hereof). 5. WARRANT ISSUANCE. In consideration of TRW executing the 1999 License and this Agreement, RFMD shall issue to TRW contemporaneously herewith two warrants to purchase an aggregate of 750,000 shares of RFMD common stock on the terms provided in the form of warrants attached hereto as Attachment A. 6. JOINT ANNOUNCEMENT. The parties will coordinate a joint public announcement concerning the 1999 Agreement and this Agreement as soon as possible following execution of this Agreement. 7. TERM OF THIS AGREEMENT. This Agreement shall become effective as of the date written above and shall terminate on December 31, 2003. 8. MISCELLANEOUS. (a) AMENDMENTS This Agreement may be amended at any time by a written agreement executed by both parties hereto. 3 (b) SEVERABILITY If any provision of this Agreement shall finally be determined to be unlawful, such provision shall be deemed to be severed from this Agreement and every other provision of this Agreement shall remain in full force and effect. (c) NOTICES All notices, requests and other communications hereunder shall be in writing and shall be deemed to have been duly given, if delivered by hand, at the time of receipt or, if communicated by facsimile or similar electronic means, at the time receipt thereof has been confirmed by return electronic communication or signal that the message has been clearly received, or if mailed, seven (7) days after mailing, registered or certified airmail return receipt requested, with postage prepaid: If to RFMD, to: RF Micro Devices, Inc. 7625 Thorndike Road Greensboro, NC 27409 Fax No. 336.664.0311 Attention: Jerry Neal If to TRW, to: TRW INC. One Space Park Redondo Beach, CA 90278 Fax No. 310.813.4115 Attention: Wes Bush provided, however, that if any party shall have designated a different address by notice to the other given as provided above, then to the last address so designated. (d) ASSIGNMENT This Agreement shall be binding upon and inure to the benefit of the successors of each of the parties hereto. Neither this Agreement, nor the rights or obligations of either party hereunder, may be assigned by either party without the prior written consent of the other. (e) STATUS This Agreement shall not in any respect constitute an appointment of either party as the agent or legal representative of the other for any purpose whatsoever. (f) THIRD PARTIES This Agreement is not intended to, and shall not, create any rights in or confer any benefits upon anyone other than the parties hereto. (g) INCORPORATION BY REFERENCE The attachment to this Agreement constitutes an integral part of this Agreement and is hereby incorporated into this Agreement by this reference. 4 (h) GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts entered into and wholly to be performed in such jurisdiction. (i) COUNTERPARTS More than one counterpart of this Agreement may be executed by the parties hereto, and each fully executed counterpart shall be deemed an original without production of the others. IN WITNESS WHEREOF, the parties hereto have executed this Agreement, which shall be effective as of the date first set forth above. TRW Inc. By: /s/ Timothy W. Hannemann ---------------------------- RF Micro Devices, Inc. By: /s/ Jerry D. Neal ---------------------------- EX-3.10 4 EXHIBIT 3.10 1 Exhibit 3.10 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND NEITHER THIS WARRANT NOR SUCH SECURITIES MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND LAWS UNLESS RF MICRO DEVICES, INC. RECEIVES AN OPINION OF COUNSEL, WHICH MAY BE HOLDER'S IN-HOUSE COUNSEL, REASONABLY ACCEPTABLE TO IT THAT SUCH REGISTRATION IS NOT REQUIRED. TRANSFER OF THIS WARRANT IS RESTRICTED. SEE PARAGRAPH 11. 250,000 Shares WARRANT NO. 99-1 RF MICRO DEVICES, INC. A North Carolina Corporation (Void after 5:00 p.m., Washington D.C. Time, on June 30, 2001) THIS CERTIFIES THAT, for value received, TRW Inc. (the "Holder") is entitled at any time after December 31, 2000 and at any time before 5:00 p.m. Washington D.C. time on June 30, 2001 (the "Expiration Time") to purchase up to 250,000 (two hundred fifty thousand) shares (the "RFMD Shares") of common stock, no par value (the "Common Shares"), of RF Micro Devices, Inc. (the "Company") at the price per RFMD Share as determined in paragraph 1 of this Warrant, subject to adjustment as provided in paragraph 5 of this Warrant (that price, as it may be adjusted from time to time, being referred to as the "Warrant Price"). 1. The Warrant Price shall be the average of the Closing Prices of the Common Shares during the ten (10) Trading Days immediately preceding December 31, 2000 (the "Pricing Period") multiplied by 0.75. The Closing Price for each day shall be the reported last sales price regular way or, in case no such reported sale takes place on 2 such day, the average of the reported closing bid and asked prices regular way, in either case on the New York Stock Exchange or, if the Common Shares are not listed or admitted to trading on such Exchange, on the principal national securities exchange on which the Common Shares are listed or admitted to trading (based on the aggregate dollar value of all securities listed or admitted to trading) or, if not listed or admitted to trading on any national securities exchange, on the NASDAQ National Market System or, if the Common Shares are not listed or admitted to trading on any national securities exchange or quoted on the NASDAQ National Market System, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose. The Closing Prices during the Pricing Period shall be adjusted to take into account any stock divisions, stock combinations, stock recapitalizations or reclassifications, stock dividends and the like in order that the Closing Prices during the entire Pricing Period shall have the same reference point as the Closing Price immediately prior to December 31, 2000. The average of the Closing Prices shall be a simple average and shall not be weighted according to trading volume or any other manner. "Trading Day" shall mean a day on which the national securities exchange or the NASDAQ National Market System used to determine the Closing Price is open for the transaction of business or the reporting of trades or, if the Closing Price is not so determined, a day on which the New York Stock Exchange is open for the transaction of business. 2. To exercise this Warrant, this Warrant must be surrendered prior to the Expiration Time at the office of the Company at 7625 Thorndike Road, Greensboro, North Carolina 27409 (or such other address as the Company may specify in writing to -2- 3 the Holder of this Warrant at least ten days before this Warrant is exercised) with the attached Notice of Exercise duly completed and executed, accompanied by evidence of a wire transfer of immediately available funds to the Company's money market account #___________ with Silicon Valley Bank, Santa Clara, California, ABA Routing #_________ (or such other account as the Company may specify in writing to the Holder of this Warrant at least ten days before this Warrant is exercised) in full payment of the purchase price of the RFMD Shares with respect to which this Warrant is exercised. This Warrant may be exercised in whole or in part as to any whole number of RFMD Shares. If this Warrant is exercised in part, upon surrender of this Warrant for exercise, the Company will issue to the Holder a new Warrant to purchase the remaining number of RFMD Shares which may be purchased upon exercise of this Warrant (before taking account of adjustments by reason of paragraphs 5, 6 and 7) and the number of RFMD Shares with respect to which it is exercised (before taking account of adjustments by reason of paragraphs 5, 6 and 7). The new Warrant will bear the same date as this Warrant and will be identical to this Warrant in all respects, except as to the number of RFMD Shares as to which it may be exercised. 3. The RFMD Shares as to which this Warrant is exercised will be deemed to be issued when this Warrant is exercised. Holder agrees that prior to the exercise of this Warrant, it will comply with the provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") as in effect from time to time. If action is taken by the Federal Trade Commission or the United States Department of Justice to enjoin Holder's exercise of this Warrant, the Company agrees reasonably to cooperate with Holder to contest such enjoinment at the expense of this Holder. A certificate representing the RFMD Shares will be issued to the Holder of this -3- 4 Warrant promptly after it is exercised. The certificate may bear a legend to the effect that the RFMD Shares it represents have not been registered under the Securities Act of 1933, as amended (the "Act"), or any applicable state securities laws, and may only be transferred in a transaction registered under the Act or such laws or exempt from the registration requirements of the Act or such laws. In addition, any other legend required by any other agreement between the Company and Holder may be included on the certificate or certificates for such RFMD Shares. 4. This Warrant will expire, and the right to purchase the RFMD Shares by exercise of this Warrant will terminate, at the Expiration Time; provided, however, that if Holder has complied with the filing provisions of the HSR Act at least thirty days prior to the Expiration Time, but the waiting period imposed by the HSR Act has not terminated or lapsed, then the Expiration Time will be extended until ten days after such termination or lapse. After that time this Warrant will be void. 5. The Warrant Price will be subject to adjustment from time to time as follows: (a) If, at any time after December 31, 2000, the Company (i) pays a dividend on its Common Stock in Common Stock, (ii) splits or subdivides its outstanding shares of Common Stock, or (iii) combines its outstanding shares of Common Stock into a smaller number of shares, the Warrant Price in effect immediately prior to each of those events will be adjusted proportionately so that the adjusted Warrant Price will bear the same relation to the Warrant Price in effect immediately prior to the event as the total number of shares of Common Stock outstanding immediately prior to the event will bear to the total number of shares of Common Stock outstanding immediately after the event. -4- 5 (b) An adjustment made pursuant to subparagraph (a) of this paragraph will become effective immediately after the corresponding record date in the case of a dividend and immediately after the effective date in the case of a subdivision or combination. No adjustment of the Warrant Price will be made if the amount of such adjustment would be less than 2% of the Warrant Price, but any such adjustment that would otherwise be required to be made and has not previously been made will be carried forward and be made at the time of and together with the next subsequent adjustment which, together with all adjustments so carried forward, amount in the aggregate to 2% or more of the Warrant Price. As used in this Warrant, "Common Stock" includes any class of the Company's capital stock, now or hereafter authorized, having the right to participate in the distribution of either earnings or assets of the Company without limitation as to amount or percentage. At no time will the Warrant Price be less than $.01 per share. 6. (a) In case the Company shall at any time or from time to time (i) subdivide its outstanding shares of Common Stock into a greater number of shares or (ii) combine its outstanding shares of Common Stock into a smaller number of shares, then the number of RFMD Shares, in effect immediately prior to such event, shall be porportionately increased in the case of a subdivision and proportionately decreased in the case of combination. Any adjustment under this subparagraph 6(a) shall become effective at the close of business on the date the subdivision or combination becomes effective. (b) In case the Company shall at any time or from time to time makes, or fixes a record date for the determination of holders of the Common Stock -5- 6 entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in such event the number of RFMD Shares then in effect shall be increased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the number of RFMD Shares then in effect by a fraction (x) the denominator of which is the total number of shares of the Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (y) the numerator of which shall be the total number of shares of the Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of the Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the number of RFMD Shares shall be recomputed accordingly based on the number of additional shares of Common Stock actually issued as of the close of business on the date originally fixed for the payment of such dividend or the making of such distribution and thereafter the number of RFMD Shares shall be adjusted pursuant to this subparagraph 6(b) at the time of actual payment of any additional dividends or distributions of Common Stock. (c) In case the Company shall issue rights or warrants to all or substantially all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Fair Market Value (as hereinafter defined) per share of the Common Stock on the date fixed for the determination of shareholders entitled to receive such rights or warrants, the number of RFMD Shares, in effect at the opening of business on the day following the date fixed for such determination, shall be increased by multiplying such number of RFMD Shares by a fraction of which the denominator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the -6- 7 number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such Fair Market Value, and the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, such adjustment to become effective immediately after the opening of business on the day following the date fixed for such determination; provided, however, in the event that all the shares of Common Stock offered for subscription or purchase are not delivered upon the exercise of such rights or warrants, the number of RFMD Shares shall be readjusted to the number of RFMD Shares that would have been in effect had the numerator and the denominator of the foregoing fraction and the resulting adjustment been made based upon the number of shares of Common Stock actually delivered upon the number of shares of Common Stock offered for subscription or purchase. For the purposes of this subparagraph (c), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company. "Fair Market Value" shall mean, as to shares of Common Stock the simple average of the daily Closing Prices for the ten (10) consecutive Trading Days immediately preceding the day in question. 7. (a) In case of a distribution to all holders of the Company's Common Stock of shares of its capital stock (other than Common Stock) or evidences of its indebtedness or property, or a capital reorganization of the Company, a reclassification of the Common Stock, a consolidation of the Company with or merger of the Company into another corporation or entity (but only if such consolidation or merger is consummated after December 31, 2000) (other than a consolidation or merger in which the Company is the continuing entity) or a sale of the properties and assets of the Company (but only if such sale is consummated after December 31, 2000) as, or -7- 8 substantially as, an entirety and distribution of the proceeds of sale, after such distribution, capital reorganization, reclassification, consolidation, merger or sale, on exercise of this Warrant the Holder will receive the number of shares of stock or other securities or property which the Holder would have received if this Warrant had been exercised immediately before the first such corporate event and the Holder had retained what it would have received as a result of each such corporate event. The split or subdivision or combination of shares of Common Stock at any time outstanding into a greater or lesser number of shares of Common Stock will not be deemed to be a reclassification of the Common Stock of the Company for the purposes of this paragraph. The Company will not effect any consolidation or merger unless prior to or simultaneously with its consummation the successor entity (if other than the Company) resulting from the consolidation agrees in writing to deliver to the Holder of this Warrant on exercise of this Warrant the shares of stock or other securities or property to which the Holder becomes entitled because of that exercise. (b) In the event that at any time prior to December 31, 2000, the Company (i) consolidates or merges with another corporation or entity (other than a consolidation or merger of the Company in which the Company is the continuing entity) or (ii) sells its properties and assets as, or substantially as, an entirety and distributes the proceeds, this Warrant shall terminate immediately upon the consummation of such consolidation, merger or sale and the Holder shall be promptly paid by the Company (or the Company's successor-in-interest, as the case may be) a dollar amount equal to the number of RFMD Shares purchasable hereunder multiplied by the positive difference (if any) between the Closing Price of the Common Shares as of the last Trading Day immediately prior to the effective date of such consolidation, merger or sale and $71.50 (as adjusted for any stock divisions, stock combinations, stock recapitalizations, stock reclassifications, stock dividends or similar transactions occurring after the date of this Warrant). -8- 9 8. Whenever the Warrant Price and/or the number of RFMD Shares is adjusted as provided in this Warrant, the Company will compute the adjusted Warrant Price and/or the number of RFMD Shares or other assets the Holder would receive on exercise of this Warrant in full and will provide a notice to the Holder within thirty (30) days of the date of such adjustment stating that the Warrant Price and/or the number of RFMD Shares has been adjusted and setting forth the adjusted Warrant Price and/or the number of RFMD Shares and what the Holder would receive upon exercise of this Warrant in full. The Company will also provide a notice to the Holder describing any event that would trigger an adjustment in the Warrant Price and/or the number of RFMD Shares in the absence of the last paragraph of paragraph 5. Such notice will be given within thirty (30) days of the effective date of such event. 9. The Company will at all times keep a sufficient number of authorized but unissued RFMD Shares to permit exercise in full of this Warrant. The Company represents and warrants that all RFMD Shares which are delivered on exercise of this Warrant (and payment of the Warrant Price therefor) will, upon delivery, be duly issued, fully paid and non-assessable. 10. The Holder will not, by reason of holding this Warrant, have any right to vote, to receive dividends or other distributions, or any other rights of a shareholder, with regard to the RFMD Shares. 11. The Holder may not assign, sell or otherwise transfer, dispose of, make any short sale of, pledge or hypothecate, grant any option for the purpose of, or enter into any hedging, synthetic sale or similar transaction with the same economic effect as a sale of, this Warrant or any of the Holder's rights under it, except (i) to a corporation controlling, controlled by or under common control with the Holder (which -9- 10 shall take this Warrant subject to the transfer restrictions in this paragraph) or (ii) by merger or consolidation of Holder with or into another corporation or entity if the Holder is not the surviving corporation (which shall take this Warrant subject to the transfer restrictions in this paragraph), and any transfer or attempted transfer or other prohibited assignment of this Warrant will be null and void and of no force or effect. 12. Any notices or other communications to the holder of this Warrant will be addressed to TRW Inc., Space & Electronics Group, One Space Park, Redondo Beach, California 90278, Attention: Vice President, Finance, with a copy to TRW Inc., 1900 Richmond Road, Cleveland, Ohio 44124, Attention: Secretary, or to such other address as the Holder may specify in writing to the Company. 13. This Warrant will be governed by, and construed under, the laws of the State of North Carolina. 14. This Warrant may not be modified without the written consent of the Company and the Holder. Dated: November 15, 1999 RF MICRO DEVICES, INC. By: /s/ William A. Priddy ------------------------- -10- 11 NOTICE OF EXERCISE By this Notice, TRW Inc. exercises the Warrant to which this Notice is attached with respect to _______________ shares of the Common Stock of RF Micro Devices, Inc. TRW Inc. represents to RF Micro Devices, Inc. that TRW Inc. will be acquiring the securities which are being purchased by exercise of the Warrant for investment, and not with a view to their resale or distribution. [Cross out the preceding paragraph if the resale of the shares being issued on exercise of this Warrant has been registered under the Securities Act of 1933, as amended.] TRW INC. Dated: ____________________ By: __________________________ -11- EX-3.11 5 EXHIBIT 3.11 1 TRW INC. HAS REQUESTED THAT A CERTAIN PORTION OF THIS EXHIBIT BE GIVEN CONFIDENTIAL TREATMENT. SUCH PORTION HAS BEEN REDACTED IN THIS DOCUMENT AND FILED SEPARATELY WITH THE COMMISSION. THE REDACTED MATERIAL IS DENOTED HEREIN BY ******. Exhibit 3.11 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND NEITHER THIS WARRANT NOR SUCH SECURITIES MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND LAWS UNLESS RF MICRO DEVICES, INC. RECEIVES AN OPINION OF COUNSEL, WHICH MAY BE HOLDER'S IN-HOUSE COUNSEL, REASONABLY ACCEPTABLE TO IT THAT SUCH REGISTRATION IS NOT REQUIRED. TRANSFER OF THIS WARRANT IS RESTRICTED. SEE PARAGRAPH 11. 500,000 Shares WARRANT NO. 99-2 RF MICRO DEVICES, INC. A North Carolina Corporation (Void after 5:00 p.m., Washington D.C. Time, on December 31, 2001) THIS CERTIFIES THAT, for value received, TRW Inc. (the "Holder") is entitled at any time after December 31, 2000 and at any time before 5:00 p.m. Washington D.C. time on December 31, 2001 (the "Expiration Time") to purchase up to 500,000 (five hundred thousand) shares (the "RFMD Shares") of common stock, no par value (the "Common Shares"), of RF Micro Devices, Inc. (the "Company") at the price per RFMD Share as determined in paragraph 1 of this Warrant, subject to adjustment as provided in paragraph 5 of this Warrant (that price, as it may be adjusted from time to time, being referred to as the "Warrant Price"). 1. (a) The Warrant Price shall be the average of the Closing Prices of the Common Shares during the ten (10) Trading Days immediately preceding December 31, 2000 (the "Pricing Period") multiplied by 0.75. The Closing Price for each day shall be the reported last sales price regular way or, in case no such reported sale 2 takes place on such day, the average of the reported closing bid and asked prices regular way, in either case on the New York Stock Exchange or, if the Common Shares are not listed or admitted to trading on such Exchange, on the principal national securities exchange on which the Common Shares are listed or admitted to trading (based on the aggregate dollar value of all securities listed or admitted to trading) or, if not listed or admitted to trading on any national securities exchange, on the NASDAQ National Market System or, if the Common Shares are not listed or admitted to trading on any national securities exchange or quoted on the NASDAQ National Market System, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose. The Closing Prices during the Pricing Period shall be adjusted to take into account any stock divisions, stock combinations, stock recapitalizations or reclassifications, stock dividends and the like in order that the Closing Prices during the entire Pricing Period shall have the same reference point as the Closing Price immediately prior to December 31, 2000. The average of the Closing Prices shall be a simple average and shall not be weighted according to trading volume or any other manner. "Trading Day" shall mean a day on which the national securities exchange or the NASDAQ National Market System used to determine the Closing Price is open for the transaction of business or the reporting of trades or, if the Closing Price is not so determined, a day on which the New York Stock Exchange is open for the transaction of business. (b) This Warrant shall not be exercisable, and shall become null and void, unless the Company has "Annualized Sales" of Licensed Products (as defined in the License Agreement, dated as of November 15, 1999, between the Company and the -2- 3 Holder) of at least ******. For the purposes of this Warrant, "Annualized Sales" may be calculated as of any fiscal quarter ending on or prior to the Expiration Time and shall be equal to the product of four times the gross revenues from the sale of the Licensed Products during such fiscal quarter, computed in accordance with generally accepted accounting principles. The Company shall deliver to the Holder a regular quarterly report that shows its revenues from sales of Licensed Products during the preceding fiscal quarter and its Annualized Sales of Licensed Products as of such fiscal quarter end. The Expiration Time shall be extended until the fifth (5th) business day after the delivery by the Company of its quarterly report for the quarter ending December 31, 2001 if the Annualized Sales threshold has not been met prior to such quarter. In the event of a "Change in Control" of the Company at any time prior to the Expiration Time, the Annualized Sale requirement described in this subparagraph shall have no effect and the Warrant will become exercisable at the time provide elsewhere in, and pursuant to the terms of, this Warrant. As used herein, "Change in Control" means the occurrence of any of the following: (i) the sale by the Company of all or substantially all of its assets; or (ii) the participation by the Company as constituent corporation in a merger or consolidation if the shareholders of the Company immediately prior to the effective time of such transaction own less than fifty percent (50%) of the outstanding voting securities of the surviving corporation. 2. To exercise this Warrant, this Warrant must be surrendered prior to the Expiration Time at the office of the Company at 7625 Thorndike Road, Greensboro, North Carolina 27409 (or such other address as the Company may specify in writing to the Holder of this Warrant at least ten days before this Warrant is exercised) with the attached Notice of Exercise duly completed and executed, accompanied by evidence of a wire transfer of immediately available funds to the Company's money market account -3- 4 #___________ with Silicon Valley Bank, Santa Clara, California, ABA Routing #_________ (or such other account as the Company may specify in writing to the Holder of this Warrant at least ten days before this Warrant is exercised) in full payment of the purchase price of the RFMD Shares with respect to which this Warrant is exercised. This Warrant may be exercised in whole or in part as to any whole number of RFMD Shares. If this Warrant is exercised in part, upon surrender of this Warrant for exercise, the Company will issue to the Holder a new Warrant to purchase the remaining number of RFMD Shares which may be purchased upon exercise of this Warrant (before taking account of adjustments by reason of paragraphs 5, 6 and 7) and the number of RFMD Shares with respect to which it is exercised (before taking account of adjustments by reason of paragraphs 5, 6 and 7). The new Warrant will bear the same date as this Warrant and will be identical to this Warrant in all respects, except as to the number of RFMD Shares as to which it may be exercised. 3. The RFMD Shares as to which this Warrant is exercised will be deemed to be issued when this Warrant is exercised. Holder agrees that prior to the exercise of this Warrant, it will comply with the provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") as in effect from time to time. If action is taken by the Federal Trade Commission or the United States Department of Justice to enjoin Holder's exercise of this Warrant, the Company agrees reasonably to cooperate with Holder to contest such enjoinment at the expense of this Holder. A certificate representing the RFMD Shares will be issued to the Holder of this Warrant promptly after it is exercised. The certificate may bear a legend to the effect that the RFMD Shares it represents have not been registered under the Securities Act of 1933, as amended (the "Act"), or any applicable state securities laws, and may only be -4- 5 transferred in a transaction registered under the Act or such laws or exempt from the registration requirements of the Act or such laws. In addition, any other legend required by any other agreement between the Company and Holder may be included on the certificate or certificates for such RFMD Shares. 4. This Warrant will expire, and the right to purchase the RFMD Shares by exercise of this Warrant will terminate, at the Expiration Time; provided, however, that if Holder has complied with the filing provisions of the HSR Act at least thirty days prior to the Expiration Time, but the waiting period imposed by the HSR Act has not terminated or lapsed, then the Expiration Time will be extended until ten days after such termination or lapse. After that time this Warrant will be void. 5. The Warrant Price will be subject to adjustment from time to time as follows: (a) If, at any time after December 31, 2000, the Company (i) pays a dividend on its Common Stock in Common Stock, (ii) splits or subdivides its outstanding shares of Common Stock, or (iii) combines its outstanding shares of Common Stock into a smaller number of shares, the Warrant Price in effect immediately prior to each of those events will be adjusted proportionately so that the adjusted Warrant Price will bear the same relation to the Warrant Price in effect immediately prior to the event as the total number of shares of Common Stock outstanding immediately prior to the event will bear to the total number of shares of Common Stock outstanding immediately after the event. (b) An adjustment made pursuant to subparagraph (a) of this paragraph will become effective immediately after the corresponding record date -5- 6 in the case of a dividend and immediately after the effective date in the case of a subdivision or combination. No adjustment of the Warrant Price will be made if the amount of such adjustment would be less than 2% of the Warrant Price, but any such adjustment that would otherwise be required to be made and has not previously been made will be carried forward and be made at the time of and together with the next subsequent adjustment which, together with all adjustments so carried forward, amount in the aggregate to 2% or more of the Warrant Price. As used in this Warrant, "Common Stock" includes any class of the Company's capital stock, now or hereafter authorized, having the right to participate in the distribution of either earnings or assets of the Company without limitation as to amount or percentage. At no time will the Warrant Price be less than $.01 per share. 6. (a) In case the Company shall at any time or from time to time (i) subdivide its outstanding shares of Common Stock into a greater number of shares or (ii) combine its outstanding shares of Common Stock into a smaller number of shares, then the number of RFMD Shares, in effect immediately prior to such event, shall be porportionately increased in the case of a subdivision and proportionately decreased in the case of combination. Any adjustment under this subparagraph 6(a) shall become effective at the close of business on the date the subdivision or combination becomes effective. (b) In case the Company shall at any time or from time to time makes, or fixes a record date for the determination of holders of the Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in such event the number of RFMD Shares then in effect shall -6- 7 be increased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the number of RFMD Shares then in effect by a fraction (x) the denominator of which is the total number of shares of the Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (y) the numerator of which shall be the total number of shares of the Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of the Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the number of RFMD Shares shall be recomputed accordingly based on the number of additional shares of Common Stock actually issued as of the close of business on the date originally fixed for the payment of such dividend or the making of such distribution and thereafter the number of RFMD Shares shall be adjusted pursuant to this subparagraph 6(b) at the time of actual payment of any additional dividends or distributions of Common Stock. (c) In case the Company shall issue rights or warrants to all or substantially all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Fair Market Value (as hereinafter defined) per share of the Common Stock on the date fixed for the determination of shareholders entitled to receive such rights or warrants, the number of RFMD Shares, in effect at the opening of business on the day following the date fixed for such determination, shall be increased by multiplying such number of RFMD Shares by a fraction of which the denominator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would -7- 8 purchase at such Fair Market Value, and the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, such adjustment to become effective immediately after the opening of business on the day following the date fixed for such determination; provided, however, in the event that all the shares of Common Stock offered for subscription or purchase are not delivered upon the exercise of such rights or warrants, the number of RFMD Shares shall be readjusted to the number of RFMD Shares that would have been in effect had the numerator and the denominator of the foregoing fraction and the resulting adjustment been made based upon the number of shares of Common Stock actually delivered upon the number of shares of Common Stock offered for subscription or purchase. For the purposes of this subparagraph (c), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company. "Fair Market Value" shall mean, as to shares of Common Stock the simple average of the daily Closing Prices for the ten (10) consecutive Trading Days immediately preceding the day in question. 7. (a) In case of a distribution to all holders of the Company's Common Stock of shares of its capital stock (other than Common Stock) or evidences of its indebtedness or property, or a capital reorganization of the Company, a reclassification of the Common Stock, a consolidation of the Company with or merger of the Company into another corporation or entity (but only if such consolidation or merger is consummated after December 31, 2000) (other than a consolidation or merger in which the Company is the continuing entity) or a sale of the properties and assets of the Company (but only if such sale is consummated after December 31, 2000) as, or substantially as, an entirety and distribution of the proceeds of sale, after such distribution, capital reorganization, reclassification, consolidation, merger or sale, on -8- 9 exercise of this Warrant the Holder will receive the number of shares of stock or other securities or property which the Holder would have received if this Warrant had been exercised immediately before the first such corporate event and the Holder had retained what it would have received as a result of each such corporate event. The split or subdivision or combination of shares of Common Stock at any time outstanding into a greater or lesser number of shares of Common Stock will not be deemed to be a reclassification of the Common Stock of the Company for the purposes of this paragraph. The Company will not effect any consolidation or merger unless prior to or simultaneously with its consummation the successor entity (if other than the Company) resulting from the consolidation agrees in writing to deliver to the Holder of this Warrant on exercise of this Warrant the shares of stock or other securities or property to which the Holder becomes entitled because of that exercise. (b) In the event that at any time prior to December 31, 2000, the Company (i) consolidates or merges with another corporation or entity (other than a consolidation or merger of the Company in which the Company is the continuing entity) or (ii) sells its properties and assets as, or substantially as, an entirety and distributes the proceeds, this Warrant shall terminate immediately upon the consummation of such consolidation, merger or sale and the Holder shall be promptly paid by the Company (or the Company's successor-in-interest, as the case may be) a dollar amount equal to the number of RFMD Shares purchasable hereunder multiplied by the positive difference (if any) between the Closing Price of the Common Shares as of the last Trading Day immediately prior to the effective date of such consolidation, merger or sale and $71.50 (as adjusted for any stock divisions, stock combinations, stock recapitalizations, stock reclassifications, stock dividends or similar transactions occurring after the date of this Warrant). 8. Whenever the Warrant Price and/or the number of RFMD Shares is adjusted as provided in this Warrant, the Company will compute the adjusted Warrant -9- 10 Price and/or the number of RFMD Shares or other assets the Holder would receive on exercise of this Warrant in full and will provide a notice to the Holder within thirty (30) days of the date of such adjustment stating that the Warrant Price and/or the number of RFMD Shares has been adjusted and setting forth the adjusted Warrant Price and/or the number of RFMD Shares and what the Holder would receive upon exercise of this Warrant in full. The Company will also provide a notice to the Holder describing any event that would trigger an adjustment in the Warrant Price and/or the number of RFMD Shares in the absence of the last paragraph of paragraph 5. Such notice will be given within thirty (30) days of the effective date of such event. 9. The Company will at all times keep a sufficient number of authorized but unissued RFMD Shares to permit exercise in full of this Warrant. The Company represents and warrants that all RFMD Shares which are delivered on exercise of this Warrant (and payment of the Warrant Price therefor) will, upon delivery, be duly issued, fully paid and non-assessable. 10. The Holder will not, by reason of holding this Warrant, have any right to vote, to receive dividends or other distributions, or any other rights of a shareholder, with regard to the RFMD Shares. 11. The Holder may not assign, sell or otherwise transfer, dispose of, make any short sale of, pledge or hypothecate, grant any option for the purpose of, or enter into any hedging, synthetic sale or similar transaction with the same economic effect as a sale of, this Warrant or any of the Holder's rights under it, except (i) to a corporation controlling, controlled by or under common control with the Holder (which shall take this Warrant subject to the transfer restrictions in this paragraph) or (ii) by merger or consolidation of Holder with or into another corporation or entity if the Holder -10- 11 is not the surviving corporation (which shall take this Warrant subject to the transfer restrictions in this paragraph), and any transfer or attempted transfer or other prohibited assignment of this Warrant will be null and void and of no force or effect. 12. Any notices or other communications to the holder of this Warrant will be addressed to TRW Inc., Space & Electronics Group, One Space Park, Redondo Beach, California 90278, Attention: Vice President, Finance, with a copy to TRW Inc., 1900 Richmond Road, Cleveland, Ohio 44124, Attention: Secretary, or to such other address as the Holder may specify in writing to the Company. 13. This Warrant will be governed by, and construed under, the laws of the State of North Carolina. 14. This Warrant may not be modified without the written consent of the Company and the Holder. Dated: November 15, 1999 RF MICRO DEVICES, INC. By: /s/ William A. Priddy ------------------------- -11- 12 NOTICE OF EXERCISE By this Notice, TRW Inc. exercises the Warrant to which this Notice is attached with respect to _______________ shares of the Common Stock of RF Micro Devices, Inc. TRW Inc. represents to RF Micro Devices, Inc. that TRW Inc. will be acquiring the securities which are being purchased by exercise of the Warrant for investment, and not with a view to their resale or distribution. [Cross out the preceding paragraph if the resale of the shares being issued on exercise of this Warrant has been registered under the Securities Act of 1933, as amended.] TRW INC. Dated: ____________________ By: __________________________ -12- -----END PRIVACY-ENHANCED MESSAGE-----