Attachment: 10-K


rfmd-20220402.xsd
Attachment: XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT


rfmd-20220402_cal.xml
Attachment: XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT


rfmd-20220402_def.xml
Attachment: XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT


rfmd-20220402_lab.xml
Attachment: XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT


rfmd-20220402_pre.xml
Attachment: XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT


Document
EXHIBIT 10.37


SEVERANCE AGREEMENT
AND RELEASE OF ALL CLAIMS
This Severance Agreement and Release of All Claims (this “Agreement”) is made by and between James Klein (“Employee”) and Qorvo US, Inc., a Delaware corporation (“Employer”).
Employee has provided notice of his retirement from Employer, and by executing this Agreement, Employee confirms that he has resigned as an officer and employee and from any other position or capacity with any Employer Parties as of the Termination Date.
In consideration of the mutual promises herein, the Parties agree as follows:
1.Parties. As used in this Agreement, the following terms shall have the following meanings:
(a)“Employee Parties” shall mean Employee and any spouse, heirs, executors, representatives, administrators, agents, attorneys and assigns and any other person or entity acting with or on behalf of Employee, and any other person claiming by, through or under Employee.
(b)“Employer Parties” shall mean Employer, its parent corporation Qorvo, Inc., their respective current and former parents, subsidiaries, affiliates and related corporations, firms, partnerships, associations, joint ventures, trusts or other entities or enterprises (including any employee benefit plan) and all of their respective current and former owners, shareholders, officers, directors, partners, managers, members, employees, contractors, agents, insurers, predecessors, successors, heirs, executors, administrators and assigns, both in their individual and in their representative capacities.
(c)“Parties” shall mean Employee and Employer.
2.Retirement and Payments upon Retirement.
(a)Employee will retire from Employer effective as of, and Employee’s final date of employment with Employer will be, November 30, 2021 (the “Termination Date”). Following the Termination Date, Employee will perform no other employment function or duties for Employer. Commencing on the Termination Date, Employer is giving Employee a period of ninety (90) days to consider this Agreement. Employee may accept and sign this Agreement before the expiration of the ninety (90) day period. This Agreement may not be executed prior to Employee’s Termination Date and the commencement of the ninety (90) day period.
(b)Employee will be paid a lump sum cash amount, payable no later than the next scheduled payroll processing period following the Termination Date, equal to the sum of (i) any accrued but unpaid base salary through the Termination Date, plus (ii) any accrued but unpaid paid time off (PTO) and any other applicable vacation pay as of the Termination Date in accordance with Employer’s PTO policy. This lump sum payment will be
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subject to reduction for applicable withholdings for taxes and other amounts.
(c)Employee will not be eligible to receive a cash bonus under the Employer’s short-term incentive plan for the second half of Fiscal 2022 or for any period thereafter.
Employee acknowledges and agrees that he is not entitled to any severance pay under any severance plan, program or arrangement of Employer. Employee acknowledges that except as specified in Paragraph 2(b), Employee has received full payment for all wages and salary due to Employee for Employee’s services to Employer up to and including the Termination Date and all bonuses, accrued and unused PTO or other amount due under any Employer plan and that Employee is not otherwise owed any additional wages, salary, severance pay, bonus, PTO, flex time, vacation pay or other amounts. Employee also acknowledges and agrees that Employee has been properly provided all leaves of absence required by law and by Employer’s policies.
3.Qorvo Equity Awards.
(a)Exhibit A to this Agreement shows all the restricted stock unit awards granted to Employee by Qorvo, Inc. that have unvested installments as of the Termination Date and that are evidenced by an Award Agreement that contains post-termination vesting provisions (the “Awards”). These post-termination vesting provisions provide that the Awards will continue to vest following the Termination Date, subject to satisfaction by Employee of certain conditions both initially and on an ongoing basis. To be eligible for such post-termination vesting, Employee must execute and deliver this Agreement and Employee must satisfy the other conditions specified in the Award Agreements, including the “Post-Employment Condition” (as defined in the Award Agreements).
(b)Employee acknowledges and agrees that the Awards are subject to so-called “clawback” provisions. If Employer determines in the exercise of its discretion that Employee has committed a breach or violation of this Agreement, the ICN Agreement or the Post-Employment Condition at any time on or prior to the end of the Post-Termination Period (without regard to when Employer first discovers or has notice of any such breach or violation), then, in addition to any other remedies available to Employer at law or in equity as a result of such breach or violation, (1) all unvested Awards (and any remaining rights to underlying Shares) shall immediately be forfeited in their entirety; (2) any Shares and any other benefit subject to an Award that vested following the Termination Date and that is then owned, held or controlled by Employee shall immediately be forfeited and returned to Employer (without the payment of any consideration for such Shares, including repayment of any amount paid by Employee with respect to taxes related to the grant or vesting of the Award), and Employee shall cease to have any interest in or right to such Shares and shall cease to be recognized as the legal owner of such Shares; and (3) any “Gain” (as defined in the Award Agreement) realized by Employee with respect to any Shares issued following the Termination Date and subsequently sold shall immediately be paid by Employee to Employer.
(c)To avoid any inadvertent violation of the Post-Employment Condition, Employee is encouraged to pre-clear any proposed employment, board
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service or other activity through Employer’s General Counsel before commencing any such activity.
(d)If, during the Post-Termination Period, Employee dies, to the extent an Award is not fully vested as of the date of Employee’s death, the Award shall automatically fully vest effective as of the date of Employee’s death.
(e)For additional information concerning the Awards, Employee should refer to his individual Fidelity account, the stock incentive plan under which the Awards were granted and his individual Award Agreements.
(f)In addition to other terms defined in this Agreement, the following terms shall have the meanings given below:
(1)“Award Agreement” means the Restricted Stock Unit Agreement (Service-Based Award for Senior Officers) or other similar agreement that evidences an Award.
(2)“ICN Agreement” means the Inventions, Confidentiality and Nonsolicitation Agreement dated July 5, 2011 between Employee and Employer, successor by merger to TriQuint Semiconductor, Inc.
(3)“Post-Termination Period” means the period commencing on Employee’s Termination Date and ending on the date the last installment of an Award vests in accordance with the terms of the applicable Award Agreement.
(4)“Share” means a share of Common Stock, $0.0001 par value per share, of Qorvo, Inc.
4.Other Benefit Matters. The following, which is provided for information purposes only, is a summary of certain benefits that may be available to Employee as a result of Employee’s retirement:
Group Medical and Dental Insurance. Employee’s medical and dental coverage under Employer’s group health plans (United Healthcare, Vision Service Plan and Delta Dental/Moda Health) will continue until November 30, 2021. Under a federal law known as COBRA, effective as of December 1, 2021, Employee and his covered dependents will be entitled to elect to continue medical and dental coverage for a minimum of eighteen months (the “COBRA Period”). COBRA is administered through Businessolver, which will mail enrollment forms and instructions to Employee’s home address following the Termination Date. To elect COBRA coverage, Employee must complete, sign and mail the application form to Businessolver within 60 days of the Termination Date. Employee’s medical and dental insurance providers will be notified and Employee’s coverage will be reinstated retroactively to the group health plan termination date upon their receipt of Employee’s enrollment election and first premium payment. Employee will be responsible for submitting premium payments to Businessolver to obtain COBRA coverage. Employee acknowledges that Employer has furnished Employee with a COBRA rate sheet for medical and dental benefits.
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401(k) Plan. Assuming it exceeds $5,000, Employee’s account balance in Qorvo’s 401(k) Plan may remain in such Plan or be transferred to another qualified plan or IRA at Employee’s election. To transfer an account balance to another qualified plan or IRA or to obtain a distribution from the account, Employee should visit Fidelity’s website at www.401k.com or call the Fidelity Retirement Benefits Line at 1-800-890-4015. Outstanding loans against Employee’s 401(k) Plan balance must be repaid within 30 days of the Termination Date.
Group Life Insurance and Accidental Death & Dismemberment (AD&D). Employee’s Life and Accidental Death and Dismemberment coverage ends on the Termination Date. Employee has the option to port or convert the group coverage in force at the Termination Date into individual coverage, including Basic Life, AD&D, Additional Life, and Dependent Life. Employee must apply for portability within 31 days of the Termination Date. If Employee is interested in porting Employee’s life insurance coverage, Employee should call the Unum Conversion Unit at 800-343-5406.
Voluntary Accident, Critical Illness and Hospital Indemnity Insurance. If Employee is enrolled in Voluntary Accident, Critical Illness and/or Hospital Indemnity Insurance, Employee’s coverage ends on the Termination Date.
Disability Insurance. From and after the Termination Date, Employee will no longer eligible for any benefit under Employer’s short-term and long-term disability plans.
Employee Stock Purchase Plan. Eligibility for participation in Qorvo’s Employee Stock Purchase Plan ceases effective as of the Termination Date. Qorvo will reimburse payroll deductions credited to Employee’s account during the current purchase period no later than the next scheduled payroll period following the Termination Date.
Change in Control. Nothing in this Agreement is intended to affect the terms of the Change in Control Agreement between Employee and Qorvo, Inc., which shall continue to operate until it terminates in accordance with its terms. To the extent that such Change in Control Agreement or the change in control provisions in Section 14(a)(ii) of the Qorvo, Inc. 2012 Stock Incentive Plan, as amended (the “Plan”), under which the Awards were granted are applicable to Employee, Employee will be treated as having been terminated on the Termination Date without “Cause” as that term is defined in the Plan.
Please note that the above is a summary of the benefits that may be available to Employee as a result of Employee’s retirement, and is qualified in all respects by reference to the specific terms of the applicable benefit plans, programs and Employer policies referenced in this Agreement, all of which are subject to change from time to time. The contents of this Agreement should not be construed as legal, tax or other advice. Employee should consult with Employee’s own attorney and advisors as to all legal and tax-related issues concerning these matters.
5.Release of All Claims. In consideration of receiving the severance benefits described in Paragraph 2(b) above and the continued post-retirement vesting of the Awards described in Paragraph 3 above, Employee, for Employee’s self and on behalf
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of all the other Employee Parties, hereby knowingly and voluntarily releases the Employer and all the other Employer Parties, and all persons, corporations or other entities who might be claimed to be jointly or severally liable with any of the Employer Parties, from any and all charges, complaints, grievances, causes of action, claims, demands, debts and liabilities of any kind or nature whatsoever, whether actual or potential, known or unknown, suspected or unsuspected (“claims”), which Employee or any other Employee Party may have or claim to have, and specifically, but not exclusively, all claims regarding any act, omission, event, occurrence or non-occurrence that have occurred on or before the date of signing this Agreement, including, without limitation, any and all claims under any federal, state or local statutory or common law related to, concerning or arising out of Employee’s employment or termination from employment with the Employer. Employee expressly agrees that among the various rights and claims being waived in this Agreement are those arising under the United States and state constitutions, the common law of any applicable jurisdiction, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Employee Retirement Income Security Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Family and Medical Leave Act, and any and all corresponding state laws that might apply, including, but not limited to any and all federal and state executive orders and other statutes and regulations, and any claim for attorneys’ fees, costs, disbursements or the like. This is a full and final waiver and release of any such claims, and the Parties intend that it have the broadest effect possible under law. Employee expressly represents that except as excluded from Employee’s covenant not to sue under Paragraph 6, none of the Employee Parties has any claim against any of the Employer Parties which is not released under this Agreement.
6.Covenant Not to Sue. A “covenant not to sue” is a legal term that means a person promises not to file a lawsuit or other legal proceeding. It is additional to the release of claims contained in Paragraph 6 above. Besides waiving and releasing the claims above, Employee promises, for Employee’s self and on behalf of all the other Employee Parties, never to file or prosecute any legal claim of any kind against any of the Employer Parties in any court or other forum for any reason based on any act, omission, event, occurrence, or non-occurrence, from the beginning of time to the effective date of this Agreement, including but not limited to claims covered by the release contained in Paragraph 5 above. Excluded from this covenant not to sue is the right to file charges with, initiate, or assist, testify or otherwise participate in any investigation or any judicial or administrative action or proceeding conducted by any federal, state or local governmental agency, commission or authority that prohibits waiver of such rights, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration and the National Labor Relations Board. Employee understands and agrees that Employee, for Employee’s self and on behalf of all the other Employee Parties, is waiving, however, any right to monetary recovery, including but not limited to compensatory or punitive damages, attorneys’ fees or costs, or other damages or recovery should any such agency, commission or authority or any other person, entity or group pursue any claim on behalf of any Employee Party; provided, however, that Employee is not waiving any right to receive an award for providing information relating to possible securities laws violations (including violations relating to accounting or auditing matters) to proper governmental and regulatory authorities, including the Securities and Exchange Commission. Employee represents that, as of the effective date of this Agreement, and except as permitted by this Paragraph 6, Employee has not filed or caused to be filed any claims against any Employer Party.
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7.Compliance with the Older Workers Benefit Protection Act. This Agreement is subject to the terms of the Older Workers Benefit Protection Act of 1990 (“OWBPA”). The OWBPA provides that an individual cannot waive a right or claim under the Age Discrimination in Employment Act (“ADEA”) unless the waiver is knowing and voluntary. Pursuant to the terms of the OWBPA, Employee acknowledges and agrees that Employee has executed this Agreement voluntarily, and with full knowledge of its consequences. In addition, Employee hereby acknowledges and agrees as follows:
(a)This Agreement has been written in a manner that is calculated to be understood, and is understood, by Employee.
(b)The release provisions of this Agreement apply to any rights Employee may have under the ADEA or other laws prohibiting age discrimination.
(c)The release provisions of this Agreement do not apply to any rights or claims Employee may have under the ADEA that arise after the date that this Agreement is executed.
(d)Employer hereby advises Employee to consult with an attorney prior to executing this Agreement.
(e)Employer is giving Employee a period of ninety (90) days to consider this Agreement. Employee may accept and sign this Agreement before the expiration of the ninety (90) day time period, but is not required to do so by Employer. Employee understands that this Agreement will become effective on the date that the Parties sign it. Employee further acknowledges and understands that in order to be eligible for the continued post-retirement vesting of Awards described in Paragraph 3 above, Employee must sign this Agreement on or after the Termination Date and on or before the 90-day period has expired.
(f)For a period of seven (7) days following the signing of this Agreement, Employee may revoke the waiver of ADEA claims made in this Agreement by sending written notice of any such revocation to Employer. This Agreement shall become effective on the eighth day after Employee signs it, if it has not been revoked during the revocation period. If this Agreement is revoked by Employee, its terms will be null and void.
8.Return of Company Property. No later than the Termination Date, Employee will return all Employer property in Employee’s possession or under Employee’s control, including but not limited to keys, badges, banking tokens, credit cards, files and documents. Employee will be entitled to keep his laptop computer and cellular phone, subject to the removal of all Employer confidential information. Employee will cooperate with Employer in the removal of all Employer confidential information from Employee’s personal devices.
9.Non-Solicitation of Employees. Employee agrees during the Post-Termination Period, Employee will not, on Employee’s own behalf or on behalf of any other person or business organization, whether directly or indirectly, solicit, induce, recruit or encourage by any means, any employee of Employer, whether such employee is a full-time or temporary employee, to cease providing services to Employer or to accept employment or provide services to another person or business organization.
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10.Non-Disparagement. Following the Termination Date, Employee shall not make any disparaging remarks, or any remarks that could reasonably be construed as disparaging, regarding Employer Parties, or their respective officers, directors, employees, representatives or agents.
11.Reasonable Assistance. Employee shall, upon reasonable notice, furnish such information and assistance to Employer as may reasonably be required by Employer in connection with any matter regarding Employer’s business within Employee’s knowledge or with any investigation, inquiry, litigation or other proceeding in which it is or may become involved, and which arises out of facts and circumstances known to Employee (and without regard to whether Employee is a party thereto), provided that such assistance shall not conflict or unreasonably interfere with the Employee’s post-Termination Date personal or professional commitments or obligations. Employer shall promptly reimburse Employee for his out-of-pocket expenses incurred in connection with the fulfillment of his obligations under this Paragraph 11.
12.References. In response to inquiries regarding Employee’s employment with Employer, Employee will direct all such inquiries solely to Employer’s Human Resources Department and such department will confirm dates of employment and Employee’s job title as of the Termination Date.
13.Entire Agreement. Employee agrees that this Agreement and the Award Agreements constitute the entire agreement concerning Employee’s retirement and termination of employment with Employer and all other subjects addressed herein. Except for the ICN Agreement and the applicable Award Agreements, which remain in effect pursuant to their terms, this Agreement supersedes and replaces all prior or contemporaneous negotiations, understandings and agreements, proposed or otherwise, whether written or oral, express or implied, concerning the subject matter of this Agreement. No amendment, deletion, addition, modification or waiver of any provision of this Agreement shall be binding or enforceable unless in writing and signed by both Parties.
14.No Admission of Liability. Employee acknowledges that nothing in this Agreement is to be construed as an admission of liability by the Employer that it has violated any law, federal, state or otherwise.
15.Confidentiality. Employee agrees that the terms and provisions of this Agreement shall be kept in strict confidence and shall not be published, displayed, discussed, disclosed or revealed in any way by Employee or anyone on behalf of Employee without written permission of Employer or as required by court order, except that Employee may disclose the fact that this Agreement exists and discuss this Agreement and its terms with Employee’s spouse, attorney, financial advisor, tax preparer and accountant. Prior to disclosing any terms of this Agreement to any of the above-referenced persons, Employee shall inform them of their obligations not to disclose the terms further. Disclosure of the terms of this Agreement by anyone to whom Employee discloses them shall be treated as an unauthorized disclosure by Employee. Employee also acknowledges and agrees that the confidentiality provisions of the ICN Agreement remain in full force and effect following the Termination Date.
16.Severability. The provisions of the Agreement are severable, and if any part of it is found to be unlawful or unenforceable, the other provisions of the Agreement shall remain fully valid and enforceable to the maximum extent consistent with applicable law.
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17.Knowing Release. Employee declares that Employee fully understands the terms and provisions of this Agreement and voluntarily accepts the above terms and provisions regarding the termination of Employee’s employment. Employee declares that prior to the execution of this Agreement, Employee had a sufficient opportunity to consult with an attorney in order that Employee might intelligently exercise Employee’s own judgment in deciding whether to execute this Agreement.
18.Breach of Agreement. This Agreement shall constitute a full and complete defense to, and may be used as a basis for an injunction against, any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of this Agreement. Each Party agrees to indemnify and hold the other harmless from and against any and all loss, cost, damage or expense, including attorneys’ fees, incurred or arising out of any such action, suit or other proceeding prosecuted or attempted in breach of this Agreement, provided that the Party seeking such indemnification shall be the prevailing party in the underlying action or proceeding.
19.Entire Agreement. The Parties understand and agree that what is recited in this Agreement is the sole consideration for this Agreement; that no representation or promise has been made by either Party concerning the subject matter of this Agreement, except as expressly set forth in this Agreement; and that all agreements and understandings between the Parties concerning the subject matter of this Agreement are embodied and expressed in this Agreement. This Agreement shall supersede all prior or contemporaneous agreements and understandings between the Parties, whether written or oral, express or implied, with respect to the subject matter of this Agreement. No amendments to this Agreement may be made except by a writing signed by both Parties.
THE UNDERSIGNED STATE THAT THEY HAVE CAREFULLY READ THIS AGREEMENT IN ITS ENTIRETY, THAT NO PROMISE, INDUCEMENT OR AGREEMENT NOT HEREIN EXPRESSED HAS BEEN MADE TO EMPLOYEE, AND THAT EMPLOYEE VOLUNTARILY AND KNOWINGLY ACCEPTS ITS TERMS AND PROVISIONS.

James Klein


/s/ James Klein
Signature


2/27/2022
Date
QORVO US, INC.


/s/ Debra L. Howard
Debra L. Howard
Corp VP & Chief HR Officer

    


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WAIVER OF 90-DAY REVIEW
I, James Klein, understand that I may take up to 90 days from receipt of the SEVERANCE AGREEMENT AND RELEASE OF ALL CLAIMS to review the document and determine whether to accept it. If I elect to sign this Agreement before that period has expired, I hereby knowingly and voluntarily waive the 90-day review provision of the Agreement.
Prior to executing this Waiver and the Severance Agreement and Release of All Claims, I acknowledge that I have been advised to consult with an attorney, that I have had an opportunity to consult with an attorney and I fully understand the terms of this Waiver and the Agreement. I have not been compelled to sign it by anyone and have entered into the Agreement and Waiver voluntarily and of my own free will.

DATE:    

    
Employee Signature

    
Print Name

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Document
EXHIBIT 10.38
ADVISORY AGREEMENT
(Biosensor Program Advisory Board)

THIS ADVISORY AGREEMENT, made effective as of the 1st day of March 2022, by and between Qorvo Biotechnologies, LLC, a Delaware corporation (the “Company”), and James L. Klein (the “Advisor”).
RECITALS:

A.    The Company is engaged in research, development and commercial activities related to the use of bulk acoustic wave (BAW) devices for biosensor applications (the “Program”); and
B.    As part of the Program, the Company has established an informal board of advisors comprised of individuals who are not employed by the Company and who have special business, technical, market and other knowledge, experience and skills related to or that may be useful in the Program (the “Advisory Board “); and
C.    The Company desires to engage the Advisor to provide services as a member of the Advisory Board; and
D.    The Advisor desires to provide such services to the Company on the terms and for the compensation set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1.Engagement. Subject to the terms and conditions of this Agreement, the Company hereby engages the Advisor as a nonexclusive advisor to perform the Services (as defined below) and the Advisor hereby accepts such engagement.
2.Services. The Advisor agrees to provide advice and consultation from time to time to the Company by: (a) serving on the Advisory Board and attending or participating in four (4) Advisory Board meetings each year, which are expected to occur once in each calendar quarter, each meeting not exceeding two and one-half days in total including travel; (b) providing business, technical, market and other advice, comments, feedback, input and recommendations regarding the Program, including research and development activities, potential products and services, technology development, strategic partner relationships, recruitment of personnel and other strategic matters; and (c) generally advising the Company in its efforts to research, develop, market and sell products and services as part of the Program (collectively, the “Services”). The Advisor will perform the Services in a professional manner and in compliance with the terms of this Agreement and any and all applicable laws and regulations.
3.Compensation; Expenses. During the term of this Agreement, as consideration for the performance by Advisor of the Services, Advisor shall be paid the compensation set forth on Schedule A. In addition, the Company will reimburse the Advisor for all reasonable expenses incurred by the Advisor in providing the Services, including travel to Advisory Board meetings, in accordance with the Company’s executive travel policies for reimbursement of travel and business expenses.
4.Relationship of Confidence; Company Proprietary Information.
(a)The Advisor acknowledges and agrees that this Agreement creates a relationship of confidence and trust between the Advisor and the Company with respect to any information: (i) applicable to BAW technologies, products and applications related



to the Program and other present or future research and development activities and business of the Company; or (ii) applicable to the business of any partner, licensor or other third party doing business with the Company, which may be made known to or learned by the Advisor in the performance of the Services. All of this information is referred to as “Company Proprietary Information.” By way of illustration, but not limitation, Company Proprietary Information includes trade secrets, processes, know-how, ideas, designs, specifications, research results, inventions, improvements, strategies, business models and plans, customer and supplier lists, marketing plans, software source code and other business, financial and technical information that has commercial value to the Company.
(b)“Company Proprietary Information” does not include (i) information known by the Advisor or in the Advisor’s possession prior to its disclosure to the Advisor by the Company, (ii) information ascertainable or obtained from public or published information, (iii) information received from a third party not known (after due inquiry) to the Advisor to be under any contractual or fiduciary obligation to the Company to keep such information confidential, or (iv) information which is or becomes known to the public (other than because of a breach of this Agreement by Advisor).
(c)All Company Proprietary Information shall be the sole property of the Company and its assigns, and the Company and its assigns shall be the sole owner of all patents, trademarks (whether or not registered), copyrights and other rights in connection therewith. At all times, both during and after the termination of this Agreement for any reason, the Advisor shall keep in confidence and trust all Company Proprietary Information (whether disclosed to, or learned by, the Advisor prior to or after the Advisor’s execution of this Agreement ), and the Advisor shall not use or disclose any Company Proprietary Information without the written consent of the Company, except (i) as may be necessary in the ordinary course of performing the Services or (ii) pursuant to a subpoena or order by any court, governmental body or other agency asserting jurisdiction over the Advisor or as may otherwise be required by law; provided that the Advisor shall give the Company advance notice of any potential use or disclosure under this clause (ii) in order to give the Company a reasonable opportunity to contest such use or disclosure. Upon termination of this Agreement for any reason or at the Company’s request, Advisor will deliver to the Company all tangible Company Proprietary Information, including all copies or summaries in his or her possession or control, and any other Company property in his or her possession.
5.Use of Advice. Advisor hereby covenants and agrees that all advice, ideas, recommendations, suggestions, comments, feedback, input, work product, deliverables or other information that he or she furnishes or discloses to the Company in the performance of the Services and that relate to the Program, the Company’s research and development activities or the Company Proprietary Information (collectively, “Advice”) shall be the sole property of the Company and its assigns, and the Company and its assigns shall be the sole owner of all patents, trademarks (whether or not registered), copyrights and other intellectual property rights in connection therewith. Such Advice shall be deemed “works made for hire” within the meaning of 17 U.S.C. §§ 101 and 201(b). The Advisor hereby assigns to the Company any rights he or she may have or acquire in such Advice and waives any moral rights he or she may have in the Advice. The Advisor further agrees as to all such Advice to assist the Company in every proper way (but at the Company’s expense) to obtain and from time to time enforce patents, trademarks (whether or not registered), copyrights or other rights in the Advice in any and all countries. The Advisor’s obligation to assist the Company in obtaining and enforcing patents, trademarks, copyrights or other rights for such Advice shall continue beyond the termination of this Agreement, but the Company shall compensate the Advisor at a reasonable rate after such termination for time actually spent by the Advisor at the Company’s request on such assistance.
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6.Term; Termination. The term of this Agreement shall commence on the date hereof and shall continue until it is terminated (i) by mutual agreement of the parties, (ii) by either party (for any reason and with or without cause) on not less than thirty (30) days prior written notice to the other party or (iii) automatically upon the death of the Advisor; provided, that no such termination shall limit or otherwise affect the Advisor’s obligations under this Agreement other than his continued performance of Services pursuant to Section 3.
7.Independent Contractor. Advisor acknowledges and agrees that Advisor will be treated with respect to the Company as an independent contractor and not as an employee, agent or authorized representative of the Company. Advisor does not have the authority to bind the Company or represent to any person that Advisor is an agent of the Company. Because Advisor is an independent contractor, the Company will not (i) withhold from any compensation paid to Advisor any amounts for federal or state income taxes, social security (FICA) taxes, Medicare payments, worker’s compensation premiums or other amounts, (ii) pay any social security or unemployment tax with respect to Advisor, or (iii) provide Advisor with any employee benefit of any kind whatsoever, including benefits or coverage under any pension, 401(k) or other retirement plan or program, or coverage under any Company, individual or group life, disability, medical, dental or other insurance policy or program. Advisor will be solely responsible for (i) paying all taxes arising out of or resulting from his or her performance of the Services, including income, social security, worker’s compensation and unemployment insurance taxes, and (ii) obtaining and paying for Advisor’s own insurance coverage and other benefits, including liability insurance, medical insurance and retirement plans.
8.Notices. All notices, demands, requests or other communications that may be or are required to be given, served or sent by one party to the other party pursuant to this Agreement shall be in writing and shall be hand delivered, sent by overnight air courier, mailed by certified mail, return receipt requested, postage prepaid, or sent by telefax, addressed as follows:
If to the Company:

Qorvo Biotechnologies, LLC
7628 Thorndike Road
Greensboro, North Carolina 27409-9421
Attention: Director of Contracts
Fax: (336) 678-0445

If to the Advisor, at the address set forth on the signature page hereto.

Each party may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be delivered, given or sent. Documents delivered by hand shall be deemed to have been received upon delivery; documents sent by telefax shall be deemed to have been received when the answer back is received: and documents sent by mail or air courier shall be deemed to have been received upon their receipt, or at such time as delivery is refused by the addressee upon presentation.
9.Assignment. Neither this Agreement or any interest herein or any rights hereunder shall be assigned or transferred by the Advisor, nor shall any of the duties of the Advisor hereunder be delegated to any person, firm or corporation, without prior notice to and consent of the Company. The Company may assign or transfer all or any part of its rights or obligations under this Agreement to any other person or entity without notice to the Advisor. Subject to the foregoing, this Agreement is binding upon and shall inure to the benefit of the personal representatives, successors, and permitted assigns of the parties.
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10.Covenant of No Conflicting Obligations; No Use of Third Party Confidential Information. Advisor represents that his or her performance of all the terms of this Agreement and as an advisor engaged by the Company does not and will not breach any agreement to keep in confidence proprietary information acquired by Advisor in confidence or in trust prior to Advisor’s engagement by the Company. The Advisor further represents that his or her execution of this Agreement, his or her engagement as an advisor by the Company and his or her performance of the proposed Services for the Company will not violate any obligations the Advisor may have to any current or former employer or other party. The Advisor has not entered into and will not enter into any agreement that conflicts with Advisor’s duties hereunder. The Advisor covenants that any information that he or she may supply the Company during the term of this Agreement (a) will have been obtained by the Advisor lawfully and/or from publicly available sources, and (b) will not be confidential or proprietary to any third person.
11.Miscellaneous.
(a)The provisions of this Agreement may be amended only by the written consent of both parties. No waiver by a party of a breach by the other party of any provision of this Agreement will be binding unless in writing, and such waiver will not operate or be construed as a waiver of any subsequent breach of such provision or any other provision.
(b)The parties agree that each provision of this Agreement shall be treated as a separate and independent clause, and that the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses. Moreover, if any provision of this Agreement shall for any reason be held to be unenforceable for any reason, such provision shall be construed by the appropriate judicial body by limiting and reducing it so as to be enforceable to the maximum extent possible.
(c)This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina without reference to the choice of law principles thereof.
(d)This Agreement represents the entire agreement of the parties with respect to the subject matter hereof and supersedes in its entirety any and all prior written or oral agreements with respect thereto.
(e)Nothing in this Agreement is intended to confer any right, remedy or benefit to any third party.
(f)Neither party shall have the right under this Agreement to use the name, likeness, trademark or trade names of the other party or make or issue any press release or public statement concerning this Agreement, unless prior written approval of the other party has been obtained. Any such approval or authorization shall cease upon termination of this Agreement.
(g)The Advisor acknowledges and agrees that any breach of this Agreement by the Advisor will cause irreparable damage to the Company and that in the event of such breach, the Company shall have, in addition to any and all remedies at law, the right to an injunction, specific performance or other equitable relief.
(h)If any action, suit or other claim is instituted to interpret or enforce this Agreement, the prevailing party will be entitled to recover with respect to the claim, in addition to any other relief awarded, the prevailing party’s reasonable attorney’s fees and other fees, costs, and expenses of every kind, incurred in connection with the action, suit
4


or claim, any appeal or petition for review, the collection of any award, or the enforcement of any order, as determined by the court.
IN WITNESS WHEREOF, the duly authorized representatives of the parties have executed this Advisory Agreement as of the date and year first above written.
QORVO BIOTECHNOLOGIES, LLC


By:     /s/ J.K. Givens
Name:     J.K. Givens    

Title:     Vice President


ADVISOR


By:     /s/ James L. Klein

Name:     James L. Klein

5



SCHEDULE A

Compensation

Advisor shall receive the following compensation for performance of the Services:
Advisory Board Fee: A quarterly retainer of $6,000, payable quarterly in arrears on or around June 1, September l, December 1 and March 1 in each year (and prorated for any partial period), with the first such payment occurring on June 1, 2022. Advisor must provide invoices for the retainer referencing the Qorvo purchase order number.
Equity Compensation: Restricted Stock Units: On the 5th day of the month following the month in which you sign your Advisory Agreement (the “Grant Date”), you will receive a grant of restricted stock units (“RSUs”) from Qorvo, Inc. with a value of $25,000. The number of RSUs granted will be determined using the closing price of Qorvo’s common stock on the most recent trading day before the Grant Date. The RSUs will vest 100% on the anniversary of the grant date, subject to your continued service, and will be subject to the terms of a written restricted stock unit award agreement and the Qorvo 2012 Stock Incentive Plan, as amended, or the Qorvo 2013 Stock Incentive Plan, as amended.
Additional Consulting Services: For additional special consulting services or work on projects outside of work incidental to service on the Advisory Board and as may be requested by the Company from time-to-time and agreed to by Advisor on a project-by-project basis, Advisor will be paid an additional consulting fee at the rate of $300.00 per hour. Such amounts will be paid by the Company monthly in arrears based on presentation by Advisor of written invoices specifying the work performed and the hours expended on such work during the preceding month.
Patent Compensation: To the extent Advisor is named as an inventor or co-inventor of any patent invention disclosure assigned to the Company and submitted to Company’s Patent Committee for consideration of the filing of a patent application, Advisor shall be eligible for payment of incentive fees on the same basis as any other inventor or co-inventor under the Company’s patent incentive policy.


Document
EXHIBIT 10.39
LIBOR TRANSITION AMENDMENT

THIS LIBOR TRANSITION AMENDMENT (this “Agreement”), dated as of April 6, 2022 (the “Amendment Effective Date”), is entered into among QORVO, INC, a Delaware corporation (the “Borrower”) and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”).
RECITALS

WHEREAS, the Borrower, certain Subsidiaries of the Borrower party thereto as guarantors (the “Guarantors”), the lenders from time to time party thereto, (the “Lenders”), and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, have entered into that certain Amended and Restated Credit Agreement dated as of September 29, 2020 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”);
WHEREAS, certain loans and/or other extensions of credit (the “Loans”) under the Credit Agreement incur or are permitted to incur interest, fees, commissions or other amounts based on the London Interbank Offered Rate as administered by the ICE Benchmark Administration (“LIBOR”) in accordance with the terms of the Credit Agreement; and
WHEREAS, applicable parties under the Credit Agreement have determined in accordance with the Credit Agreement that LIBOR should be replaced with a successor rate in accordance with the Credit Agreement and, in connection therewith, the Administrative Agent has determined that certain conforming changes are necessary or advisable.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Defined Terms. Capitalized terms used herein but not otherwise defined herein (including on any Appendix attached hereto) shall have the meanings provided to such terms in the Credit Agreement, as amended by this Agreement.
2.Agreement. Notwithstanding any provision of the Credit Agreement or any other document related thereto (the “Loan Documents”) to the contrary, the parties hereto hereby agree that the terms set forth on Appendix A shall apply to Loans. For the avoidance of doubt, to the extent any provisions in the Credit Agreement are not specifically addressed by Appendix A, such provisions in the Credit Agreement shall continue to apply.
3.Conflict with Loan Documents. In the event of any conflict between the terms of this Agreement and the terms of the Credit Agreement or the other Loan Documents, the terms hereof shall control.
4.Conditions Precedent. This Agreement shall become effective upon receipt by the Administrative Agent of counterparts of this Agreement, properly executed by the Borrower and the Administrative Agent.
5.Payment of Expenses. The Borrower agrees to reimburse the Administrative Agent for all reasonable fees, charges and disbursements of the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, including all reasonable fees, charges and disbursements of counsel to the Administrative Agent (paid directly to such counsel if requested by the Administrative Agent).



6.Miscellaneous.
(a)The Loan Documents, and the obligations of the Loan Parties under the Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms. This Agreement is a Loan Document.
(b)The Borrower, on behalf of itself and on behalf of each other Loan Party, (i) acknowledges and consents to all of the terms and conditions of this Agreement, (ii) affirms all of its obligations under the Loan Documents and (iii) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Loan Documents.
(c)The Borrower represents and warrants that:
(i)It has taken all necessary action to authorize the execution, delivery and performance of this Agreement.
(ii)This Agreement has been duly executed and delivered by such Loan Party and constitutes such Loan Party’s legal, valid and binding obligations, enforceable in accordance with its terms.
(iii)No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement other than those that have already been obtained and are in full force and effect.
(iv)The execution, delivery and performance of this Agreement does not (i) contravene the terms of any of such Loan Party’s Organization Documents, (ii) conflict with or result in any breach or contravention in any material respect of, or the creation of any Lien under (A) any material Contractual Obligation to which such Loan Party is a party or affecting such Loan Party or the properties of such Loan Party or any of its Subsidiaries or (B) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Loan Party or its property is subject, or (iii) violate any applicable material Law in any material respect.
(d)This Agreement may be in the form of an electronic record (in “.pdf” form or otherwise) and may be executed using electronic signatures, which shall be considered as originals and shall have the same legal effect, validity and enforceability as a paper record. This Agreement may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts shall be one and the same Agreement. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent of a manually signed Agreement which has been converted into electronic form (such as scanned into “.pdf” format), or an electronically signed Agreement converted into another format, for transmission, delivery and/or retention.
(e)Any provision of this Agreement held to be illegal, invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without affecting the legality, validity or enforceability of the remaining provisions hereof and the illegality, invalidity or unenforceability of a particular provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
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(f)The terms of the Credit Agreement with respect to governing law, submission to jurisdiction, waiver of venue and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.
[remainder of page intentionally left blank]
3



Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.
BORROWER:    
QORVO, INC.,
a Delaware corporation


By:    /s/ Mark J. Murphy
Name:    Mark J. Murphy
Title:     Chief Financial Officer

LIBOR TRANSITION AMENDMENT



ADMINISTRATIVE AGENT:        
BANK OF AMERICA, N.A.
as Administrative Agent


By:    /s/ Kelly Weaver
Name:    Kelly Weaver
Title:     Vice President
LIBOR TRANSITION AMENDMENT



Appendix A

TERMS APPLICABLE TO TERM SOFR LOANS

1.Defined Terms. The following terms shall have the meanings set forth below:
Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located.
CME” means CME Group Benchmark Administration Limited.
Conforming Changes” means, with respect to the use, administration of or any conventions associated with SOFR or any proposed successor rate or Term SOFR, as applicable, any conforming changes to the definitions of “Base Rate”, “SOFR”, “Term SOFR” and “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions of “Business Day” and “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate exists, in such other manner of administration as the Administrative Agent decides, in consultation with the Borrower is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).
Interest Payment Date” means, as to any Term SOFR Loan, the last day of each Interest Period applicable to such Loan and the applicable maturity date set forth in the Credit Agreement; provided, however, that if any Interest Period for a Term SOFR Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates.
Interest Period” means as to each Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or converted to or continued as a Term SOFR Loan and ending on the date one, three or six months thereafter (in each case, subject to availability), as selected by the Borrower in its Loan Notice; provided that:
(a)any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Term SOFR Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
(b)any Interest Period pertaining to a Term SOFR Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and
(c)no Interest Period shall extend beyond the Maturity Date.
Loan Notice” means a Loan Notice as defined in the Credit Agreement, and such term shall be deemed to include the Loan Notice attached hereto as Exhibit A.



SOFR” means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator).
SOFR Adjustment” means 0.10% (10 basis points) for an Interest Period of one month, 0.15% (15 basis points) for an Interest Period of three months and 0.25% (25 basis points) for an Interest Period of six months.
Term SOFR” means:
(a)for any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment for such Interest Period; and
(b)for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate with a term of one month commencing that day;
provided that if the Term SOFR determined in accordance with either of the foregoing provisions (a) or (b) of this definition would otherwise be less than zero, the Term SOFR shall be deemed zero for purposes of this Agreement.

Term SOFR Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR.
Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Administrative Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).
Type” means, with respect to a Loan, its character as a Base Rate Loan or a Term SOFR Loan.
U.S. Government Securities Business Day” means any Business Day, except any Business Day on which any of the Securities Industry and Financial Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable.
2.Terms Applicable to Term SOFR Loans. From and after the Amendment Effective Date, the parties hereto agree as follows:
(a)Generally. (i) Dollars shall not be considered a currency for which there is a published LIBOR rate and (ii) any request for a new Eurodollar Rate Loan, or to continue an existing Eurodollar Rate Loan, shall be deemed to be a request for a new Loan bearing interest at the Term SOFR; provided, that, to the extent any Loan bearing interest at the Eurodollar Rate is outstanding on the Amendment Effective Date, such Loan shall continue to bear interest at the Eurodollar Rate until the end of the current Interest Period or payment period applicable to such Loan.
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(b)References to Eurodollar Rate and Eurodollar Rate Loans in the Credit Agreement and Loan Documents.
(i)References to the Eurodollar Rate and Eurodollar Rate Loans in provisions of the Credit Agreement and the other Loan Documents that are not specifically addressed herein (other than the definitions of Eurodollar Rate and Eurodollar Rate Loan) shall be deemed to include the Term SOFR and Term SOFR Loans, as applicable. In addition, references to the Eurodollar Rate in the definition of Base Rate in the Credit Agreement shall be deemed to refer to Term SOFR.
(ii)For purposes of any requirement for the Borrower to compensate Lenders for losses in the Credit Agreement resulting from any continuation, conversion, payment or prepayment of any Loan on a day other than the last day of any Interest Period (as defined in the Credit Agreement), references to the Interest Period (as defined in the Credit Agreement) shall be deemed to include any relevant interest payment date or payment period for a Term SOFR Loan.
(c)Interest Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (or any component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (or any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any rate (or component thereof) provided by any such information source or service.
(d)Borrowings, Conversions, Continuations and Prepayments of Term SOFR Loans. In addition to any other borrowing or prepayment requirements set forth in the Credit Agreement:
(i)Term SOFR Loans. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than 12:00 p.m. (Noon) (Eastern time) (1) two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in
3


excess thereof. Each Loan Notice shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Term SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.
(ii)Conforming Changes. With respect to SOFR or Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.
(iii)Loan Notice. For purposes of a Borrowing of Term SOFR Loans, or a continuation of a Term SOFR Loan, the Borrower shall use the Loan Notice attached hereto as Exhibit A.
(iv)Voluntary Prepayments of Term SOFR Loans. The Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay the Term SOFR Loans in whole or in part without premium or penalty (except as otherwise specified in the Credit Agreement); provided that such notice must be received by the Administrative Agent not later than 12:00 p.m. (Noon) (Eastern time) two Business Days prior to any date of prepayment of Term SOFR Loans.
(e)Interest.
(i)Subject to the provisions of the Credit Agreement with respect to default interest, each Term SOFR Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of the Term SOFR plus the Applicable Rate.
(ii)Interest on each Term SOFR Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified the Credit Agreement. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any debtor relief law.
(f)Computations. All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Term SOFR) shall be made
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on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest with respect to Term SOFR Loans shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to the provisions in the Credit Agreement addressing payments generally, bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(g)Successor Rates. The provisions in the Credit Agreement addressing the replacement of a current interest rate benchmark shall be deemed to apply to Term SOFR Loans and Term SOFR, as applicable.
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Exhibit A

FORM OF LOAN NOTICE
(Term SOFR Loans)

Date:            ,     

To:    Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Amended and Restated Credit Agreement, dated as of September 29, 2020 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Qorvo, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement.

The undersigned hereby requests (select one):

☐ A Borrowing of Term SOFR Loans that are Revolving Loans

☐ A conversion or continuation of Term SOFR Loans that are [Revolving Loans][Term Loan]

1.    On _______________________ (a Business Day).

2.    In the amount of $_________________________.

3.    With an Interest Period of ____ month[s].

With respect to such Borrowing, the undersigned hereby represents and warrants that (i) such request complies with the applicable requirements of Section 2.01 of the Credit Agreement and (ii) each of the applicable conditions set forth in Section 5.02 of the Credit Agreement has been satisfied on and as of the date of such Borrowing.

Delivery of an executed counterpart of a signature page of this Loan Notice by facsimile or other electronic imaging means (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Loan Notice.

QORVO, INC.,
a Delaware corporation


By:                 
Name:
Title:


Document

EXHIBIT 21

Name
State or Other Jurisdiction of Incorporation
Domestic
Active-Semi, Inc.California
Amalfi Semiconductor, Inc.Delaware
Cavendish Kinetics Inc.California
Decawave Inc.California
NextInput, Inc.Delaware
Premier Devices - A Sirenza CompanyCalifornia
Qorvo Asia, LLCDelaware
Qorvo Biotechnologies, LLCDelaware
Qorvo California, Inc.California
Qorvo Europe Holding CompanyDelaware
Qorvo International Holding, Inc.North Carolina
Qorvo International Services, Inc.Delaware
Qorvo Oregon, Inc.Oregon
Qorvo Texas, LLCTexas
Qorvo US, Inc.Delaware
RFMD Infrastructure Product Group, Inc.North Carolina
RFMD, LLCNorth Carolina
Sevenhugs, Inc.Delaware
TriQuint WJ, Inc.Delaware
United Silicon Carbide, Inc.Delaware
WJ Newco LLCDelaware
Xemod IncorporatedCalifornia
International
Active-Semi International, Inc.Cayman
Active-Semi (Shanghai) Co., Ltd.People's Republic of China
Cavendish Kinetics LimitedUnited Kingdom
Decawave LimitedIreland
Qorvo Beijing Co., Ltd.People's Republic of China
Qorvo Belgium NVBelgium
Qorvo Costa Rica S.R.L.Costa Rica
Qorvo Denmark ApSDenmark
Qorvo Dezhou Co., Ltd.People's Republic of China
Qorvo Finland OyFinland
Qorvo Germany GmbHGermany
Qorvo Germany Holding GmbHGermany
Qorvo Hong Kong Holding Pvt. LimitedHong Kong
Qorvo Hong Kong LimitedHong Kong
Qorvo International Pte. Ltd.Singapore
Qorvo Ireland Holding LimitedIreland
Qorvo Japan YKJapan
Qorvo Malaysia Sdn BhdMalaysia
Qorvo Munich GmbHGermany
Qorvo ParisFrance
Qorvo Shanghai Ltd.People's Republic of China



Qorvo Singapore Pte. Ltd.Singapore
Qorvo Toulouse SASFrance
Qorvo UK LimitedUnited Kingdom
Qorvo Utrecht B.V.The Netherlands
Qorvo Vietnam Company LimitedVietnam
RF Micro Devices Svenska ABSweden

All of the above listed entities are 100% directly or indirectly owned by Qorvo, Inc., and their results of operations are included in the consolidated financial statements.


Document

Exhibit 22

List of Subsidiary Guarantors

The 1.750% Senior Notes due 2024, the 4.375% Senior Notes due 2029 and the 3.375% Senior Notes due 2031 are guaranteed, jointly and severally, on an unsecured basis, by the following 100% owned subsidiaries of Qorvo, Inc., a Delaware corporation, as of April 2, 2022:

Entity
Jurisdiction of
Incorporation or Organization
Amalfi Semiconductor, Inc.Delaware
RFMD, LLCNorth Carolina
Qorvo California, Inc.California
Qorvo US, Inc.Delaware
Qorvo Texas, LLCTexas
Qorvo Oregon, Inc.Oregon



Document

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in the following Registration Statements:

1.Registration Statement (Form S-4 No. 333-195236) of Qorvo, Inc.,
2.Registration Statement (Form S-8 No. 333-201357) pertaining to the Qorvo, Inc. 2007 Employee Stock Purchase Plan, Qorvo, Inc. 2013 Incentive Plan, Qorvo, Inc. 2012 Incentive Plan, Qorvo, Inc. 2009 Incentive Plan, Qorvo, Inc. 2008 Inducement Program, and the Qorvo, Inc. 1996 Stock Incentive Program, and
3.Registration Statement (Form S-8 No. 333-201358) pertaining to the Qorvo, Inc. 2012 Stock Incentive Plan, 2003 Stock Incentive Plan of Qorvo, Inc., Qorvo, Inc. 2006 Directors Stock Option Plan, Nonemployee Directors’ Stock Option Plan of Qorvo, Inc., and the Qorvo, Inc. 2015 Inducement Stock Plan;

of our reports dated May 20, 2022, with respect to the consolidated financial statements of Qorvo, Inc. and subsidiaries and the effectiveness of internal control over financial reporting of Qorvo, Inc. and subsidiaries included in this Annual Report (Form 10-K) of Qorvo, Inc. for the year ended April 2, 2022.


/s/ Ernst & Young LLP
Raleigh, North Carolina
May 20, 2022


Document

EXHIBIT 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE EXCHANGE ACT, AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert A. Bruggeworth, certify that:
 
1.I have reviewed this annual report on Form 10-K of Qorvo, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

     Date: May 20, 2022
/s/ ROBERT A. BRUGGEWORTH
Robert A. Bruggeworth
President and Chief Executive Officer



Document

EXHIBIT 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE EXCHANGE ACT, AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Grant A. Brown, certify that:

1.    I have reviewed this annual report on Form 10-K of Qorvo, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
    
    Date: May 20, 2022
/s/ GRANT A. BROWN
Grant A. Brown
Vice President of Treasury and Interim Chief Financial Officer


Document

EXHIBIT 32.1


CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert A. Bruggeworth, President and Chief Executive Officer of Qorvo, Inc. (the “Company”), certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:

(1)    the Annual Report on Form 10-K of the Company for the fiscal year ended April 2, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ ROBERT A. BRUGGEWORTH
    Robert A. Bruggeworth
    President and Chief Executive Officer
May 20, 2022



Document

EXHIBIT 32.2


CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Grant A. Brown, Vice President of Treasury and Interim Chief Financial Officer of Qorvo, Inc. (the “Company”), certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:

(1)    the Annual Report on Form 10-K of the Company for the fiscal year ended April 2, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ GRANT A. BROWN
    Grant A. Brown
    Vice President of Treasury and Interim Chief Financial Officer
May 20, 2022