RF MICRO DEVICES INC
EXHIBIT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>10
<FILENAME>exh1030.txt
<DESCRIPTION>EXHIBIT
<TEXT>

                                                                   Exhibit 10.30

                           CHANGE IN CONTROL AGREEMENT
                          ------------------------------

         This CHANGE IN CONTROL  AGREEMENT (the  "Agreement") is entered into
effective as of March 1, 2001, by and between RF MICRO DEVICES,  INC., a North
Carolina  corporation  (the  "Company"),  and WILLIAM A. PRIDDY,  JR. (the
"Executive").

         WHEREAS, the Executive is currently employed by the Company; and

         WHEREAS,  the Company  considers the establishment and maintenance of a
sound and vital management group to be essential to protecting and enhancing the
best interests of the Company and its shareholders; and

         WHEREAS,  the Company has  determined  that the best  interests  of the
Company and its  shareholders  will be served by reinforcing and encouraging the
continued   dedication  of  the  Executive  to  his  assigned   duties   without
distractions arising from a potential change in control of the Company; and

         WHEREAS,  this Agreement is intended to remove such distractions and to
reinforce  the  continued  attention  and  dedication  of the  Executive  to his
assigned duties;

         NOW, THEREFORE,  in consideration of the mutual promises and agreements
contained  in this  Agreement  and other good and  valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged,  the Executive and the
Company hereby agree as follows:

         1. Term of Agreement. This Agreement shall become effective on the date
hereof and shall  continue in effect until the earliest of (a) March 1, 2004, if
no Change in Control has  occurred  before that date;  provided,  however,  that
commencing on March 1, 2004 and each year thereafter, the term of this Agreement
shall  automatically  be extended for an additional  one year unless,  not later
than  January 1 of the same year,  the  Company  shall have given  notice to the
Executive  that it does not  wish to  extend  this  Agreement  (such  three-year
period,  as it may be  extended  as  described  in Section  1(a)  herein,  being
referred  to as  the  "Term");  (b)  the  termination  by  either  party  of the
Executive's  employment  with the  Company  for any reason  prior to a Change in
Control;  or (c) the  expiration  following a Change in Control of two years and
the  fulfillment  by the Company and the  Executive of all of their  obligations
hereunder. Notice by the Company of its intention not to extend the term of this
Agreement  and  its  expiration  at the end of the  Term  shall  not  constitute
termination of employment and the Executive shall not be entitled to the payment
of  benefits  under  Sections 4 and 5 unless he is  otherwise  entitled  to such
benefits  pursuant to the terms  herein.  Furthermore,  nothing in the Section 1
shall  cause  this  Agreement  to  terminate  before  both the  Company  and the
Executive have fulfilled all of their obligations hereunder.

         2.       Change in Control.

                  (a) No  compensation  shall be payable  under  this  Agreement
         unless and until (i) there has been a Change in Control of the  Company
         while the  Executive  is still an  employee of the Company and (ii) the
         Executive's  employment by the Company is terminated for a reason other
         than one or more of the  circumstances  specified  in  Section  3(a)(i)
         through (v).

                  (b) For the purposes of this Agreement,  a "Change in Control"
         of the Company  shall be deemed to have  occurred on the first to occur
         of the following:

                           (i) The date any entity or person  shall have  become
                  the beneficial owner of, or shall have obtained voting control
                  over,  fifty-one  percent  (51%)  or more  of the  outstanding
                  Common Stock of the Company;

                           (ii) The date the shareholders of the Company approve
                  a definitive agreement (A) to merge or consolidate the Company
                  with or into another corporation or other business entity (for
                  these purposes,  each, a "corporation"),  in which the Company
                  is not the continuing or surviving  corporation or pursuant to
                  which  any  shares  of Common  Stock of the  Company  would be
                  converted  into cash,  securities or other property of another
                  corporation,  other  than a  merger  or  consolidation  of the
                  Company in which holders of Common Stock  immediately prior to
                  the  merger  or  consolidation  have  the  same  proportionate
                  ownership  of  Common  Stock  of  the  surviving   corporation
                  immediately after the merger as immediately  before, or (B) to
                  sell or  otherwise  dispose  of all or  substantially  all the
                  assets of the Company; or

                           (iii) The date  there  shall  have been a change in a
                  majority of the Board of  Directors  of the  Company  within a
                  12-month  period  unless the  nomination  for  election by the
                  Company's  shareholders  of each new  director was approved by
                  the vote of two-thirds  of the directors  then still in office
                  who were in office at the beginning of the 12-month period.

For purposes herein,  the term "person" shall mean any individual,  corporation,
partnership,  group,  association  or other  person,  as such term is defined in
Section 13(d)(3) or Section 14(d)(2) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  other than the Company,  a  subsidiary  of the
Company or any employee  benefit plan(s)  sponsored or maintained by the Company
or any  subsidiary  thereof,  and the term  "beneficial  owner"  shall  have the
meaning given the term in Rule 13d-3 under the Exchange Act.

         3.       Termination Following Change in Control.

                  (a)  Termination.  If a Change in Control of the Company shall
have  occurred  while the  Executive  is still an employee of the  Company,  the
Executive shall be entitled to the payments  provided in Sections 4 and 5 herein
upon the termination of the  Executive's  employment with the Company within the
twenty-four  (24) month  period  following  a Change in  Control,  whether  such
termination is by the Executive or by the Company, unless such termination is as
a result of (i) the  Executive's  death;  (ii) the  Executive's  Disability  (as
defined in Section 3(b) below); (iii) the Executive's  Retirement (as defined in
Section 3(c) below);  (iv) the  Executive's  termination  of  employment  by the
Company for Cause (as defined in Section  3(d)  below);  or (v) the  Executive's
decision  to  terminate  employment  other than for Good  Reason (as  defined in
Section 3(e) below).  For the purposes of this Agreement,  the twenty-four  (24)
month  period  following  a  Change  in  Control  shall  be  referred  to as the
"Termination Period."

                  (b)      Death or Disability.

                           (i)  Disability.  In the event  that the  Executive's
                  employment terminates because of Disability, the Company shall
                  have no obligation  or liability to the Executive  pursuant to
                  this Agreement by reason of such termination (except as may be
                  otherwise  provided in Section 4(d) herein) and this Agreement
                  shall terminate upon the Executive's termination of employment
                  due to Disability;  provided,  however,  that the  Executive's
                  termination of employment due to Disability shall be effective
                  only at the end of thirty (30) days  following the delivery of
                  written  notice  by the  Company  to  the  Executive  of  such
                  termination  due to Disability and only if Executive  fails to
                  return to the  full-time  performance  of duties by the end of
                  such 30-day notice period. For the purposes of this Agreement,
                  "Disability" shall mean a physical or mental illness or injury
                  that  prevents the  Executive  from  performing  the essential
                  functions  of his duties (as they existed  immediately  before
                  the illness or injury) on a full-time basis for a period of at
                  least six (6)  consecutive  months.  The Board of Directors of
                  the  Company  (the  "Board")  shall  have  sole  authority  to
                  determine if a Disability exists.

                           (ii)   Death.    This   Agreement   shall   terminate
                  immediately  in the  event  of  the  death  of  the  Executive
                  occurring  at any time  during  the Term  hereof,  and in such
                  event the Company shall have no obligation or liability to the
                  Executive  or his  legal  representatives  by  reason  of such
                  termination  (except as may be  otherwise  provided in Section
                  4(d) herein).

                  (c) Retirement. In the event that the Executive's employment
                  terminates due to his Retirement,  the Company shall have no
                  obligation  or liability to the  Executive  pursuant to this
                  Agreement  upon  such   termination   (except  as  otherwise
                  provided in Section 4(d) herein),  and the  Agreement  shall
                  terminate upon the Executive's termination of employment due
                  to such  Retirement.  "Retirement" as used in this Agreement
                  shall  mean the  earlier  to  occur  of (A) the  Executive's
                  normal  retirement  date under the  Company's  tax-qualified
                  retirement plan or any successor plan thereto  applicable to
                  the Executive or (B) the Executive's retirement date under a
                  contract,  if any,  between  the  Executive  and the Company
                  providing  for his  retirement  from the  employment  of the
                  Company or an affiliate (as defined in Section 11(a) herein)
                  on a date other than such normal retirement date.

                  (d)  Cause.

                           (i) If the Executive's employment with the Company is
                  terminated for Cause,  the Company shall have no obligation or
                  liability to the Executive under this Agreement (except as may
                  be  otherwise  provided  in  Section  4(d)  herein),  and this
                  Agreement shall terminate upon the Executive's  termination of
                  employment for Cause.

                           (ii) For purposes of this Agreement, "Cause" shall be
                  determined  solely by the Board in the  exercise of good faith
                  and reasonable judgment,  and shall mean the occurrence of any
                  one or more of the following:

                                    (A) The  continued  failure of the Executive
                           to perform his duties  with the  Company  (other than
                           any  such  failure  resulting  from  the  Executive's
                           incapacity  due to physical or mental  illness or any
                           such  failure  after the  Executive  has  received  a
                           Notice of Termination without Cause by the Company or
                           has delivered a Notice of Termination for Good Reason
                           to the Company) which has not been  corrected  within
                           thirty   (30)  days   after  a  written   demand  for
                           performance  is  delivered  to the  Executive  by the
                           Board  which  specifically  identifies  the manner in
                           which the Board  believes  that the Executive has not
                           substantially performed the Executive's duties;

                                    (B) The Executive's engaging in conduct that
                           damages or prejudices the Company or any affiliate or
                           engaging  in conduct or  activities  damaging  to the
                           property,  business or  reputation  of the Company or
                           any affiliate, including but not limited to breaching
                           Company  policies  including  those  related to equal
                           employment opportunity and unlawful harassment;

                                    (C)     The  conviction  of the  Executive
                           of, or a plea by the  Executive  of nolo contendere
                           to, a felony, or any misdemeanor that involves moral
                           turpitude;

                                    (D)     The    Executive's    engaging   in
                           any   act   of   fraud,    theft, misappropriation,
                           embezzlement or dishonesty to the material detriment
                           of the Company;

                                    (E)     Any  diversion  by the Executive of
                           a material  business  opportunity from the Company
                           without written Board consent;

                                    (F)  Any  breach  by  the   Executive  of  a
                           material  term of the  Agreement  (including  but not
                           limited  to the  Executive's  breach of any  covenant
                           contained in Section 9 herein); or

                                    (G)  The  Executive's   continued  substance
                           abuse,  as  determined  by the  Board  after  written
                           notice from the Board and a reasonable opportunity to
                           undergo   appropriate   treatment  for  a  reasonable
                           period.

                  Any  act,  or  failure  to act,  based  upon  authority  given
                  pursuant to a  resolution  duly  adopted by the Board shall be
                  conclusively  presumed to be done,  or omitted to be done,  by
                  the  Executive in good faith and in the best  interests of the
                  Company.  Cause  shall not exist  unless and until the Company
                  has  delivered to the  Executive a copy of a  resolution  duly
                  adopted by the majority of the Board  (excluding the Executive
                  if the  Executive is a Board member) at a meeting of the Board
                  called and held for such purpose (after  reasonable  notice to
                  the Executive and an opportunity  for the Executive,  together
                  with counsel,  to be heard before the Board),  finding that in
                  the good faith  opinion of the Board an event set forth in any
                  one or more of clauses (A) through (G) herein has occurred and
                  specifying the particulars thereof in detail.

                  (e)  Good Reason.  The Executive may  terminate his employment
for Good Reason at any time after a Change of Control during the Termination
Period.  For purposes of this  Agreement,  "Good Reason" shall mean any of the
following:

                           (i)      A material reduction by the Company without
                  the Executive's  written consent in the Executive's basic
                  duties and responsibilities;

                           (ii) Any material  reduction  by the Company  without
                  the Executive's written consent of the Executive's base salary
                  as in  effect  on the  date  hereof  (or as  the  same  may be
                  adjusted with  Executive's  written  consent from time to time
                  during the Term),  other than a  reduction  which is part of a
                  salary  reduction  plan  applicable  to  all  officers  or all
                  employees  of the  Company,  as the  case  may be (and not the
                  Executive singly);

                           (iii) Any  failure  by the  Company to  continue  the
                  Executive's ability to participate in any plan or arrangement,
                  including,  without limitation, any life insurance,  accident,
                  disability  or health  insurance  plan,  thrift plan,  pension
                  plan,  retirement  plan,  profit-sharing  plan,  or any  other
                  qualified or non-qualified  employee benefit plan, bonus plan,
                  incentive plan, stock option, restricted stock, stock purchase
                  or other  stock-based  plan,  and all other  similar  plans or
                  arrangements  which  are  from  time  to time  made  generally
                  available  to  officers  of  the  Company  and  in  which  the
                  Executive participates, unless there are substituted therefore
                  plans or arrangements providing the Executive with essentially
                  equivalent  and no less favorable  benefits,  or any action or
                  inaction  by the  Company  which  would  adversely  affect the
                  Executive's   participation   in  or  materially   reduce  the
                  Executive's  benefits under any such plan or successor plan or
                  deprive the Executive of any material  fringe benefit  enjoyed
                  by the Executive;  provided,  however, that (A) a reduction in
                  the  Executive's  incentive or bonus plan  payments due to the
                  failure to attain certain performance-based  objectives or (B)
                  a reduction in the  Executive's  benefits due to the Company's
                  decision  to  discontinue  the  availability  of any  plan  or
                  arrangement to all officers or all employees,  as the case may
                  be (and not the  Executive  singly),  shall  not be  deemed to
                  constitute "Good Reason" under this Section 3(e)(iii);

                           (iv)  A  relocation   of  the   Company's   principal
                  executive  offices  to a  location  in excess of 30 miles from
                  Greensboro,  North Carolina, or the Executive's  relocation to
                  any place  other  than the  location  at which  the  Executive
                  performed the Executive's  duties prior to a Change in Control
                  of  the  Company,  except  for  (A)  required  travel  by  the
                  Executive on the Company's business to an extent substantially
                  consistent  with the Executive's  business travel  obligations
                  during the 12 months immediately preceding a Change of Control
                  of  the  Company  or (B) a  relocation  with  the  Executive's
                  express written consent;

                           (v) Any  material  reduction  in the  number  of paid
                  vacation  days to which the  Executive is entitled at the time
                  of a Change of Control of the Company  (other than a reduction
                  with the Executive's written consent);

                           (vi)  Any   failure  by  the   Company   without  the
                  Executive's  written consent to obtain the express  assumption
                  of this  Agreement by any successor or assignee of the Company
                  (and parent  corporation  of such  successor or  assignee,  if
                  applicable) as provided in Section 11(a) herein.

                  (f)  Notice  of   Termination.   Any   termination   of  the
                  Executive's employment (i) by the Company due to Disability,
                  Retirement  or for Cause or (ii) by the  Executive  for Good
                  Reason shall be communicated by a Notice of Termination. For
                  purposes of this Agreement,  a "Notice of Termination" shall
                  mean a written  notice which shall  indicate  those specific
                  termination  provisions  in this  Agreement  relied upon and
                  which  sets  forth  in  reasonable   detail  the  facts  and
                  circumstances  claimed to provide a basis for termination of
                  the   Executive's   employment   under  the   provisions  so
                  indicated. For purposes of this Agreement, no such purported
                  termination  by  the  Company  or  the  Executive  shall  be
                  effective without such Notice of Termination.

                  (g) Date of Termination.  "Date of  Termination"  shall mean
                  (i) if the  Executive  is  terminated  by  the  Company  for
                  Disability,  30 days after Notice of Termination is given to
                  the Executive  (provided  that the Executive  shall not have
                  returned to the performance of the  Executive's  duties on a
                  full-time  basis  during  such 30-day  period);  (ii) if the
                  Executive is terminated by the Company for any other reason,
                  the date on which a Notice of  Termination is given (or such
                  later date as is specified in such notice);  or (iii) if the
                  Executive  terminates  for Good Reason,  the date on which a
                  Notice of  Termination  is given (or such  later  date as is
                  specified in such notice).

         4. Payment of Compensation  upon Termination of Employment.  If, during
the Termination Period, the employment of the Executive shall terminate pursuant
to a  "Qualifying  Termination"  (as defined  herein),  then the  Company  shall
provide to the  Executive  the  payments  described  in this  Section 4 and,  if
applicable,  Section  5.  For  the  purposes  of the  Agreement,  a  "Qualifying
Termination" means (i) the Company's  termination of the Executive's  employment
other than because of death,  Disability,  Retirement  or Cause,  as provided in
Sections 3(b), 3(c) and 3(d) herein, or (ii) the Executive's  termination of his
employment for Good Reason pursuant to Section 3(e) herein.

                 (a)  Cash Payments.  If, during the  Termination  Period,  the
employment of the Executive  shall terminate  pursuant to a Qualifying
Termination,  then the Company  shall  provide to the  Executive the following
cash payments:

                           (i) Within  thirty  (30) days  following  the Date of
                  Termination  (or such earlier date, if any, as may be required
                  under  applicable  wage payment  laws), a lump-sum cash amount
                  equal to the sum of (A) the  Executive's  base salary  through
                  the Date of Termination  and any bonus amounts which have been
                  earned or become payable,  to the extent not theretofore  paid
                  or deferred,  (B) a pro rata portion of the Executive's annual
                  bonus for the  fiscal  year in which the  Executive's  Date of
                  Termination  occurs  in an  amount  at least  equal to (1) the
                  Executive's  Bonus Amount,  multiplied by (2) a fraction,  the
                  numerator of which is the number of days in the fiscal year in
                  which  the  Date of  Termination  occurs  through  the Date of
                  Termination  and the  denominator  of which  is three  hundred
                  sixty-five (365), and reduced by (3) any amounts paid from the
                  Company's  incentive  plan for the  fiscal  year in which  the
                  Executive's  Date of  Termination  occurs and (C) any  accrued
                  vacation pay, to the extent not theretofore paid; plus

                           (ii) A severance  benefit equal to the sum of (i) two
                  (2) times the  Executive's  highest annual rate of base salary
                  during the 12-month  period  immediately  prior to Executive's
                  Date of  Termination,  plus (ii) two (2) times the Executive's
                  Bonus Amount.  The severance benefits provided for pursuant to
                  this Section  4(a)(ii) shall be paid in periodic  installments
                  over the Compensation Period (as defined herein) in accordance
                  with the normal  payroll  practices  of the  Company.  For the
                  purposes of Section 4(a) herein, "Bonus Amount" shall mean the
                  average annual  incentive  bonus earned by the Executive under
                  any  incentive  bonus  plan or  plans of the  Company  (or its
                  affiliates)  during the last three (3) completed  fiscal years
                  of the Company  immediately  preceding the Executive's Date of
                  Termination  (or such shorter  period that the  Executive  has
                  been  employed  by the  Company).  The  two (2)  -year  period
                  following  the  Qualifying  Termination  of an  Executive  and
                  during  which  the  benefits   provided  pursuant  to  Section
                  4(a)(ii)  and  Section  4(b) shall be  provided is referred to
                  herein as the "Compensation Period."

                  (b) Continued Coverage. If, during the Termination Period, the
employment  of  the  Executive   shall   terminate   pursuant  to  a  Qualifying
Termination,  the Company  shall  continue to provide,  during the  Compensation
Period, the Executive (and the Executive's  dependents,  if applicable) with the
same level of medical, dental, vision,  accident,  disability and life insurance
benefits  upon   substantially   the  same  terms  and   conditions   (including
contributions   required  by  the  Executive  for  such   benefits)  as  existed
immediately  prior to the Executive's  Date of Termination;  provided,  however,
that if the Company is unable to provide any of these benefits under its benefit
plans in effect  during the  Compensation  Period,  the Company shall pay to the
Executive an amount  sufficient  to enable the  Executive to procure  comparable
benefits on his own.  Notwithstanding the foregoing,  in the event the Executive
becomes reemployed with another employer and becomes eligible to receive welfare
benefits from such  employer,  the welfare  benefits  described  herein shall be
secondary to such benefits during the period of the Executive's eligibility, but
only to the extent that the Company  reimburses  the Executive for any increased
cost and provides any  additional  benefits  necessary to give the Executive the
benefits provided hereunder.  The Executive's accrued benefits as of the Date of
Termination  under the  Company's  employee  benefit  plans shall be paid to the
Executive in accordance  with the terms of such plans.  In addition,  if, during
the Termination Period, the employment of the Executive shall terminate pursuant
to a Qualifying  Termination,  the Company shall provide the Executive  with two
(2) additional years of service credit under all non-qualified  retirement plans
and excess benefit plans in which the Executive  participated  as of his Date of
Termination.

                  (c)      Stock  Awards.  If,  during the  Termination  Period,
the  employment  of the Executive shall  terminate  pursuant  to a  Qualifying
Termination,  then the  following  shall apply with  respect to any stock-based
awards granted by the Company.

                           (i) Stock Options and Stock Appreciation  Rights. All
                  Company stock options,  stock  appreciation  rights or similar
                  stock-based  awards held by the Executive  will be accelerated
                  and exercisable in full as of the Date of Termination, without
                  regard to the  exercisability  or vesting of such awards prior
                  to the Date of Termination.

                           (ii)  Restricted   Stock.  All  restrictions  on  any
                  restricted  stock,  performance  stock or similar  stock-based
                  awards granted by the Company,  including  without  limitation
                  any vesting or performance criteria,  held by the Executive as
                  of the Date of  Termination  shall be removed  and such awards
                  shall be deemed vested and earned in full.

                  (d)  Payments  Due  to  Termination   Other  than   Qualifying
Termination.  If, during the Termination  Period,  the Executive shall terminate
other than by reason of a Qualifying Termination,  then the Company shall pay to
Executive  within thirty (30) days  following the Date of  Termination  (or such
earlier date, if any, as may be required under  applicable  wage payment laws) a
lump-sum cash amount equal to the sum of (i) Executive's base salary through the
Date of  Termination  and any bonus  amounts which have become  payable,  to the
extent not theretofore  paid or deferred,  and (ii) any accrued vacation pay, to
the extent not theretofore paid. The Company may make such additional  payments,
and provide such additional benefits,  to Executive as the Company and Executive
may  agree  in  writing.  The  Executive's  accrued  benefits  as of the Date of
Termination  under  the  Company's  employee  benefit  plans  shall  be  paid to
Executive in accordance with the terms of such plans.

         5.       Certain Additional Payments by the Company.

                  (a)    Anything   in   this    Agreement   to   the   contrary
notwithstanding,  in the event it shall be determined  that any payment,  award,
benefit or distribution (or any acceleration of any payment,  award,  benefit or
distribution)  by the Company (or any of its affiliated  entities) or any entity
which effectuates a Change in Control (or any of its affiliated  entities) to or
for  the  benefit  of the  Executive  (whether  pursuant  to the  terms  of this
Agreement or otherwise, but determined without regard to any additional payments
required under this Section 5) (the  "Payments")  would be subject to the excise
tax imposed by Section  4999 of the Internal  Revenue  Code of 1986,  as amended
(the "Code"),  or any interest or penalties  are incurred by the Executive  with
respect to such excise tax (such excise tax, together with any such interest and
penalties,  are hereinafter  collectively referred to as the "Excise Tax"), then
the  Company  shall pay to the  Executive  an  additional  payment (a  "Gross-Up
Payment")  in an amount such that after  payment by the  Executive  of all taxes
(including  any Excise Tax)  imposed upon the Gross-Up  Payment,  the  Executive
retains an amount of the Gross-Up Payment equal to the sum of (i) the Excise Tax
imposed  upon the  Payments  and (ii) the product of any  deductions  disallowed
because of the  inclusion of the Gross-Up  Payment in the  Executive's  adjusted
gross income and the highest applicable marginal rate of federal income taxation
for the calendar year in which the Gross-Up  Payment is to be made. For purposes
of determining the amount of the Gross-Up Payment, the Executive shall be deemed
to (i) pay federal income taxes at the highest  marginal rates of federal income
taxation for the calendar year in which the Gross-Up Payment is to be made, (ii)
pay  applicable  state and local  income taxes at the highest  marginal  rate of
taxation for the calendar year in which the Gross-Up  Payment is to be made, net
of the maximum  reduction in federal  income taxes which could be obtained  from
deduction  of such  state and local  taxes and (iii)  have  otherwise  allowable
deductions  for  federal  income tax  purposes  at least  equal to the  Gross-Up
Payment.  Notwithstanding  the foregoing  provisions of this Section 5(a), if it
shall be determined  that the Executive is entitled to a Gross-Up  Payment,  but
that the Payments  would not be subject to the Excise Tax if the  Payments  were
reduced by an amount  that is less than 5% of the portion of the  Payments  that
would be treated as "parachute  payments"  under Section 280G of the Code,  then
the amounts  payable to the Executive under this Agreement shall be reduced (but
not below zero) to the maximum  amount that could be paid to  Executive  without
giving rise to the Excise Tax (the "Safe Harbor Cap"),  and no Gross-Up  Payment
shall be made to the Executive.  The reduction of the amounts payable hereunder,
if  applicable,  shall be made by  reducing  first the  payments  under  Section
4(a)(ii), unless an alternative method of reduction is elected by the Executive.
For  purposes of reducing  the  Payments  to the Safe Harbor Cap,  only  amounts
payable under this Agreement (and no other  Payments)  shall be reduced.  If the
reduction of the amounts  payable  hereunder  would not result in a reduction of
the  Payments to the Safe Harbor Cap, no amounts  payable  under this  Agreement
shall be reduced pursuant to this provision.

                  (b)  Subject  to  the   provisions   of  Section   5(a),   all
determinations  required to be made under this Section 5, including  whether and
when a Gross-Up Payment is required,  the amount of such Gross-Up  Payment,  the
reduction  of the  Payments  to the Safe  Harbor Cap and the  assumptions  to be
utilized  in  arriving  at such  determinations,  shall  be  made by the  public
accounting firm that is retained by the Company as of the date immediately prior
to the Change in Control (the  "Accounting  Firm") which shall provide  detailed
supporting  calculations both to the Company and the Executive within forty-five
(45)  business  days of the receipt of notice from the Company or the  Executive
that there has been a  Payment,  or such  earlier  time as is  requested  by the
Company  (collectively,  the "Determination").  In the event that the Accounting
Firm is serving as  accountant  or auditor for the  individual,  entity or group
effecting  the Change in Control,  the Company  and the  Executive  may agree to
appoint  another  nationally  recognized  public  accounting  firm to  make  the
determinations  required hereunder (which accounting firm shall then be referred
to as the Accounting  Firm  hereunder).  All fees and expenses of the Accounting
Firm shall be borne  solely by the Company and the Company  shall enter into any
agreement requested by the Accounting Firm in connection with the performance of
the services  hereunder.  The Gross-Up Payment under this Section 5 with respect
to any  Payments  shall be made no later than  thirty (30) days  following  such
Payment.  If the Accounting Firm determines that no Excise Tax is payable by the
Executive, it shall furnish the Executive with a written opinion to such effect,
and to the  effect  that  failure  to report  the  Excise  Tax,  if any,  on the
Executive's  applicable  federal  income  tax  return  will  not  result  in the
imposition of a negligence or similar penalty.  In the event the Accounting Firm
determines  that the Payments  shall be reduced to the Safe Harbor Cap, it shall
furnish the Executive with a written opinion to such effect.  The  Determination
by the Accounting Firm shall be binding upon the Company and the Executive. As a
result of the  uncertainty in the application of Section 4999 of the Code at the
time of the Determination,  it is possible that Gross-Up Payments which will not
have been made by the Company should have been made ("Underpayment") or Gross-Up
Payments   are  made  by  the   Company   which   should   not  have  been  made
("Overpayment"), consistent with the calculations required to be made hereunder.
In the event that the  Executive  thereafter  is required to make payment of any
Excise Tax or additional  Excise Tax, the  Accounting  Firm shall  determine the
amount of the Underpayment that has occurred and any such Underpayment (together
with interest at the rate provided in Section  1274(b)(2)(B)  of the Code) shall
be promptly paid by the Company to or for the benefit of Executive. In the event
the amount of the Gross-Up Payment exceeds the amount necessary to reimburse the
Executive for his Excise Tax, the Accounting  Firm shall determine the amount of
the  Overpayment  that has been  made and any such  Overpayment  (together  with
interest  at the rate  provided  in  Section  1274(b)(2)  of the Code)  shall be
promptly  paid by the  Executive  (to the extent he has received a refund if the
applicable  Excise Tax has been paid to the Internal  Revenue Service) to or for
the benefit of the Company.  The Executive  shall  cooperate,  to the extent his
expenses are  reimbursed  by the Company,  with any  reasonable  requests by the
Company in connection  with any contests or disputes  with the Internal  Revenue
Service in connection with the Excise Tax.

         6.  Withholding.  The Company shall withhold from any amount payable to
the Executive (or to his  beneficiary  or estate or any other person)  hereunder
all  federal,  state,  local or other  taxes  that the  Company  may  reasonably
determine are required to be withheld  pursuant to any  applicable  law, rule or
regulation.

         7. No Right to Continued Employment. Nothing in this Agreement shall be
deemed to entitle  Executive to continued  employment with the Company or any of
its affiliates,  and if Executive's  employment with the Company or an affiliate
shall  terminate  prior to a Change in Control,  Executive shall have no further
rights under this Agreement (except as otherwise provided hereunder);  provided,
however,  that,  notwithstanding  the foregoing,  any termination of Executive's
employment  during the Termination  Period shall be subject to the provisions of
this Agreement.

         8.       Offset; No Obligation to Mitigate Damages.

                  (a) Offset.  The  Company's  obligation  to make any  payments
provided  for in  this  Agreement  and  otherwise  to  perform  its  obligations
hereunder  shall be subject to, and may be reduced by the amount related to, any
right of set-off,  counterclaim,  recoupment,  defense or other claim,  right or
action which the Company may have against the Executive.

(b) No Obligation  to Mitigate.  In no event shall the Executive be obligated to
seek  other  employment  or take any other  action by way of  mitigation  of the
amounts  payable to the Executive  under any of the provisions of this Agreement
and such amounts shall not be reduced whether or not the Executive obtains other
employment  (except as  otherwise  provided in Section  4(b) with respect to the
payment of welfare plan benefits).

         9.       Confidentiality; Competition; Solicitation.

                  (a)  Covenants  of  Executive.  The Company and the  Executive
recognize  that the  Executive's  services  are  special and unique and that the
provisions  herein for compensation  under Section 4 and Section 5 are partly in
consideration  of and  conditioned  upon  the  Executive's  compliance  with the
covenants  contained  in this  Section  9.  Accordingly,  during the Term of the
Agreement  and until the end of the  Compensation  Period (as defined in Section
4(a)(ii) herein),  the Executive shall be subject to the covenants  contained in
Sections 9(b), 9(c) and 9(d) herein.

                  (b)  Confidentiality.  During the Compensation Period, (i) the
Executive  covenants  and agrees that he shall hold in a fiduciary  capacity for
the benefit of the Company all secret or confidential information,  knowledge or
data  relating  to the  Company or any of its  affiliates  and their  respective
businesses,  which  shall  have  been  obtained  by  the  Executive  during  the
Executive's  employment by the Company or any of its  affiliates and which shall
not be or  become  public  knowledge  (other  than by acts by the  Executive  or
representatives  of the Executive in violation of this Agreement);  and (ii) the
Executive shall not,  without the prior written consent of the Company or as may
otherwise be required by law or legal  process,  communicate or divulge any such
information,  knowledge  or data to  anyone  other  than the  Company  and those
designated by it.

                  (c)  Solicitation.   During  the  Compensation   Period,   the
Executive covenants and agrees that he shall not directly or indirectly disrupt,
damage or interfere  with the operation or business of the Company by soliciting
or recruiting the employees of the Company or an affiliate to work for Executive
or other persons or entities.

                  (d)  Non-Competition.  During  the  Compensation  Period,  the
Executive  covenants  and  agrees  that he shall  not  render  services  for any
organization  or engage  directly or  indirectly  in any business  that,  in the
opinion of the Company,  competes  with or is in conflict  with the interests of
the Company in the  Noncompetition  Area. For purposes of this Section 9(d), the
"Noncompetition Area" shall mean the following geographic area:

                           (i) The  Noncompetition  Area  shall  mean  any  area
         within  or  without  the  United  States  in which  the  Company  or an
         affiliate has operations,  including but not limited to any area within
         a  30-mile  radius  of any of the  following:  Guilford  County,  North
         Carolina;  Boston,  Massachusetts;  Cedar Rapids,  Iowa; Scotts Valley,
         California;  Phoenix,  Arizona;  Reading,  United Kingdom;  Copenhagen,
         Denmark; Pandrup, Denmark; Oulu, Finland; and Taiwan, ROC.

                           (ii) In the event the  preceding  paragraph  shall be
         determined  by judicial  action to define too broad a  territory  to be
         enforceable,  the  Noncompetition  Area  shall  mean any area  within a
         30-mile  radius  of  any  of  the  following:  Guilford  County,  North
         Carolina;  Boston,  Massachusetts;  Cedar Rapids,  Iowa; Scotts Valley,
         California; and Phoenix, Arizona.

                           (iii) In the event that the two preceding  paragraphs
         shall be determined by judicial  action to define too broad a territory
         to be enforceable, the Noncompetition Area shall mean any area within a
         30-mile radius of Guilford County, North Carolina.

                  (e)  Enforceability.  If any of the restrictions  contained in
this  Section  9 shall be deemed to be  unenforceable  by reason of the  extent,
duration,  geographical  scope or other  provisions  thereof,  then the  parties
hereto   contemplate  that  the  court  shall  reduce  such  extent,   duration,
geographical  scope or other provision  hereof and enforce this Section 9 in its
reduced form for all purposes in the manner contemplated thereby.

                  (f) Failure to Comply.  The  Executive  acknowledges  that the
covenants  included in Section 9 of this Agreement are crucial to the success of
the Company and that violation of the covenants  would  immeasurably  damage the
Company  and/or its  affiliates.  In the event that the Executive  shall fail to
comply with any provision of this Section 9, and the failure shall  continue for
ten (10) days following delivery of notice by the Company to the Executive,  all
rights of the  Executive  and any person  claiming  under or through  him to the
payments or benefits described in this Agreement shall thereupon terminate,  and
no person  shall be  entitled  thereafter  to receive  any  payments or benefits
hereunder.  In  addition  to the  foregoing,  in the  event of a  breach  by the
Executive of the  provisions  of this Section 9, the Company  shall have and may
exercise any and all other  rights and remedies  available to the Company at law
or otherwise,  including but not limited to obtaining an injunction from a court
of  competent   jurisdiction   enjoining  and  restraining  the  Executive  from
committing a violation,  and the Executive hereby consents to the issuance of an
injunction.  The provisions of this Section 9(f) shall control in the event that
the Executive  fails to comply with any covenant or term  contained in Section 9
herein, notwithstanding the terms of Section 17 herein.

         10.  Nonalienability.  No right of or amount  payable to the  Executive
under this Agreement shall be subject in any manner to anticipation, alienation,
sale,  transfer,   assignment,  pledge,  hypothecation,   encumbrance,   charge,
execution,  attachment,  levy  or  similar  process  or to  setoff  against  any
obligations  or to  assignment  by operation  of law. Any attempt,  voluntary or
involuntary,  to  effect  any  action  specified  in the  immediately  preceding
sentence  shall  be void.  However,  this  Section  10 shall  not  prohibit  the
Executive from  designating one or more persons,  on a form  satisfactory to the
Company,  as beneficiary to receive  amounts payable to him under this Agreement
in the event that he should die before receiving them.

         11.      Successors and Assigns.

                  (a) The Company.  As used in this  Agreement,  "Company" shall
mean the Company as defined  above and any successor or assignee to its business
and/or assets as aforesaid  which assumes the  obligations  of the Company under
this  Agreement  or  which  otherwise  becomes  bound  by all of the  terms  and
provisions of this Agreement by operation of law. If at any time during the term
of this Agreement the Executive is employed by an affiliate (as defined  herein)
of the Company,  such indirect  employment of the Executive by the Company shall
not excuse the Company from performing its  obligations  under this Agreement as
if the Executive were directly  employed by the Company,  and the Company agrees
that it shall pay or shall cause such  employer  to pay any amounts  owed to the
Executive pursuant to Section 4 and Section 5 hereof,  notwithstanding  any such
indirect  employment  relationship.  For  the  purposes  of this  Agreement,  an
"affiliate"  of the Company shall mean a corporation  or other entity a majority
of the voting securities of which is beneficially  owned by the Company,  or any
other  corporation or other entity  controlling,  controlled by, or under common
control with the Company.

                  (b) The Executive.  This Agreement  shall inure to the benefit
of and be enforceable  by the  Executive's  personal and legal  representatives,
executors,   administrators,   successors,  heirs,  distributees,  devisees  and
legatees. If the Executive should die while any amounts are still payable to him
hereunder,  all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to the  Executive's  beneficiary (in
accordance with Section 10 herein) or, if there be no such  beneficiary,  to the
Executive's estate.

         12. Waiver; Governing Law. No waiver by either party hereto at any time
of any breach by the other party hereto of, or compliance with, any condition or
provision of this  Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent  time.  This Agreement shall be governed by and construed in
accordance with the laws of the State of North  Carolina,  without regard to the
conflict of laws provisions of any state.

         13. Entire  Agreement;  Amendment.  This Agreement  contains all of the
terms  agreed upon  between the  Executive  and the Company  with respect to the
subject matter hereof and replaces and supersedes all prior  understandings  and
agreements  between the  Executive  and the Company  with respect to the matters
contemplated  in the  Agreement  (except for any  understandings  or  agreements
reflected  in a separate  non-competition,  confidentiality,  invention or other
similar  agreement or  agreements  between the Company and the  Executive).  The
Executive  and the Company  agree that no term,  provision  or condition of this
Agreement shall be held to be altered, amended, changed or waived in any respect
except as evidenced by written agreement of the Executive and the Company.

         14. Reasonable and Necessary  Restrictions.  The Executive acknowledges
that the  restrictions,  prohibitions  and  other  provisions  set forth in this
Agreement,  including without limitation the provisions of Section 9 herein, are
reasonable,  fair and equitable in scope,  terms and duration,  are necessary to
protect the  legitimate  business  interests of the Company,  and are a material
inducement to the Company to enter into this Agreement.  The Executive covenants
that he or she will not challenge the  enforceability of this Agreement nor will
he or she raise any equitable defense to its enforcement.

         15. No Trust Fund; Unfunded  Obligation.  The obligation of the Company
to make  payments  hereunder  shall  constitute  an  unsecured  liability of the
Company to the  Executive.  The Company  shall not be required to  establish  or
maintain any special or separate  fund,  or  otherwise  to  segregate  assets to
assure that such payments  shall be made,  and the Executive  shall not have any
interest in any  particular  assets of the Company by reason of its  obligations
hereunder.  Nothing  contained in this Agreement shall create or be construed as
creating  a trust of any kind or any other  fiduciary  relationship  between  or
among the Company,  the Executive,  or any other person.  To the extent that any
person acquires a right to receive payment from the Company, such right shall be
no greater than the right of an unsecured creditor of the Company.

         16.  Notices.  For  purposes of this  Agreement,  notices and all other
communications  provided for in the  Agreement  shall be in writing and shall be
deemed to have been duly given when delivered, one business day after being sent
for overnight  delivery by a nationally  recognized  overnight  courier or three
business   days  after  being   mailed  by  United   States   registered   mail,
return-receipt requested, postage-prepaid, addressed as follows:

                  If to the Company:

                           RF Micro Devices, Inc.
                           7628 Thorndike Road
                           Greensboro, North Carolina  27409-9421
                           Attention:  Chief Executive Officer

                  If to the Executive:

                           RF Micro Devices, Inc.
                           7628 Thorndike Road
                           Greensboro, North Carolina  27409-9421

or such other address as either party have  furnished to the other in writing in
accordance herewith, except that notices of change of address shall be effective
only upon receipt.

         17.  Arbitration,  Legal  Fees  and  Expenses.  In  the  event  of  any
controversy,  claim or dispute  between  the  parties  hereto  arising out of or
relating to this Agreement (except for any dispute or controversy  arising under
or in connection with Section 9), the matter shall be determined by arbitration,
which shall take place in Guilford  County,  North Carolina,  under the rules of
the  American  Arbitration  Association;  and a judgment  upon such award may be
entered in any court having jurisdiction  thereof. Any decision or award of such
arbitrator  shall be final and binding  upon the  parties.  The  parties  hereby
consent  to  the  jurisdiction  of  such  arbitrator  and of  any  court  having
jurisdiction  to  enter  judgment  upon and  enforce  any  action  taken by such
arbitrator.  The Company shall pay all  reasonable  legal fees and expenses that
the Executive may incur as a result of the  Company's  contesting  the validity,
enforceability or the Executive's  interpretation  of, or determinations  under,
this Agreement.

         18.      Severability.  If any  provision  of this  Agreement  shall be
held invalid or  unenforceable  in whole or in part,  such  invalidity or
unenforceability  shall not affect any other provision of this Agreement or
part thereof, each of which shall remain in full force and effect.

         19.      Counterparts.  This  Agreement may be executed in one or more
counterparts,  each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         20.      Captions;  Gender.  The  headings  and  captions  contained
in the  Agreement  are  intended for convenience  of reference  only and have no
substantive  significance.  References to the  masculine  gender shall include
references to the feminine gender, and vice versa.



<PAGE>


         IN WITNESS WHEREOF,  the parties have executed this Agreement effective
as of the date and year first above written.


                               RF MICRO DEVICES, INC.


                               By:  /s/ David A. Norbury
                                  --------------------------------------------
                               Printed Name:  David A. Norbury
                                            ----------------------------------
                               Title:  President and Chief Executive Officer
                                     -----------------------------------------

ATTEST:

/s/ William A. Priddy, Jr.
----------------------------
Assistant Secretary

[Corporate Seal]

                                 EXECUTIVE

                                 /s/ William A. Priddy, Jr.
                                ---------------------------------------------
                                Printed Name:  William A. Priddy, Jr.
                                ---------------------------------------------

</TEXT>
</DOCUMENT>
