2009 / 2010 Earnings Announcements

3Q 2010: May 31, 2010 2Q 2010: March 25, 2010 1Q 2010: December 17, 2009 4Q 2009: October 27, 2009 3Q 2009: July 14, 2009

Year-Over-Year Comparison - 5 Years at a Glance

(In Thousands, Except Per-Share Amounts) 2009 2008 2007 2006 2005 Year ended August 31: Total sales $31,984 $54,661 $56,372 $54,162 $46,222 Gross profit 11,622 20,562 17,916 15,348 13,202 Income (loss) from operations (2,747) (15,755) (6,181) 746 473 Income (loss) before income taxes (3,394) (16,323) (7,027) 631 444 Net income (loss) (3,452) (20,889) (7,026) 581 484 Diluted earnings (loss) per share (0.35) (2.17) (0.77) 0.07 0.06 Weighted average common shares outstanding 9,934 9,627 9,066 8,398 8,310   At August 31: Cash and short-term investments $585 $1,254 $2,404 $5,847 $5,450 Working capital   10,485 7,771 17,568 16,548 Total assets 14,456 26,366 47,663 30,400 27,839 Long-term debt 875 8,193 5,233 0 0 Stockholders' equity 5,785 8,756 28,570 24,776 23,072

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Standards of Business Ethics and Code of Ethics Policy
PURPOSE To establish the Standards of Business Ethics and Code of Ethics Policy advising directors, officers and employees of their obligation to conduct themselves and their business affairs in accordance with the highest standards of business ethics.
SCOPE This Standards of Business Ethics and Code of Ethics Policy applies to all RF Monolithics, Inc. directors, officers and employees, which includes regular, part-time, temporary and contract employees, even if working outside the United States. All employees, officers and directors will be collectively referred to as “employees” throughout this policy, unless otherwise noted. RF Monolithics, Inc. will be referred to as “RFM” or the “Company”, unless otherwise noted.
POLICY GUIDELINES Conflicts of Interest Competitive Practices Dealings with Suppliers Dealings with Agents, Representatives, and Consultants Dealings with Public Officials Political Activities and Contributions Integrity of Records and Financial Reports Proprietary Information Privacy of Customer Information Company Property and Information Services Discrimination and Harassment International Trade Regulations Use of Agents and Non-employees		CODE OF ETHICS PROCEDURES AND RESPONSIBILITIES Employees’ Responsibilities Managers’ Responsibilities Maintaining Compliance Audit of Compliance VIOLATIONS CONTINUANCE OF EXISTING PERSONNEL POLICIES, RULES, AND PERFORMANCE STANDARDS UPDATING APPROVALS
POLICY The affairs of the Company must at all times be conducted in accordance with the highest standards of business ethics and in compliance with all applicable laws so that the Company can establish and maintain a reputation for integrity and fair dealing. A high standard of ethical business conduct is the personal responsibility of each employee. All employees must be fair and honest in their dealings with customers, vendors, co-workers, contractors, shareholders and the general public. All persons are to be treated with dignity and respect, and unlawful harassment of or discrimination against RFM employees will not be tolerated. Employees should perform their duties faithfully, fairly, courteously, to the best of their abilities, and with undivided business loyalty. Conflicts of interest and the appearance of impropriety should be avoided. Employees must never use their position with the Company, or the assets of the Company, for personal profit or advantage or in a fashion contrary to the interests of the Company. Employees should respect and protect all Company property, including its intellectual property and confidential business information. Employees should refrain from violating the intellectual property rights of others and should protect the intellectual property and confidential business information of other companies with which they are entrusted in the course of employment with RFM. Within a business context, managers must be aware of, and accountable for, the ethical behavior of their subordinates. Managers are accountable for ensuring that their employees are aware of, understand, and operate within the Standards of Business Ethics and Code of Ethics Policy. Finally, employees should report any unlawful harassment or other violation of this Standards of Business Ethics and Code of Ethics Policy that they, in good faith, believe has occurred. back to top
GUIDELINES Certain areas require more specific guidelines, which are set forth below (“Guidelines”). They are designed to assist employees in applying RFM’s Standards of Business Ethics and Code of Ethics Policy, but they do not limit the requirement of integrity and fair dealing in all Company business affairs. All employees while conducting business domestically and internationally, regardless of any “custom” or “industry practice” to the contrary should follow them. The letter, as well as the spirit, of the Standards of Business Ethics and Code of Ethics Policy, Guidelines, and any applicable laws should be followed at all times. Conflicts of Interest: Employees should avoid all situations, and not engage in transactions, in which their personal interests may conflict with the interests RFM. Conflicts of interest arise when an individual’s position or responsibilities with RFM present an opportunity for personal gain apart from the normal rewards of employment. They also arise when an employee’s personal interests are inconsistent with those of RFM and create conflicting loyalties. Such conflicting loyalties may cause an employee to compromise his or her principles and/or responsibilities to RFM for personal gain. Competitive Practices: RFM is strongly committed to strengthening the free enterprise system and believes that fair competition is fundamental to the continuation of this system. RFM will not enter into arrangements that restrict its ability to compete with other businesses, or the ability of any other business organization to compete with RFM. No employee may enter into, or even discuss, any arrangement or understanding with any third party that restricts RFM’s pricing policies, terms upon which its products and services may be sold to others, or the number and type of products manufactured or sold, or that might in any way be construed as fixing prices or dividing customers or sales territories with competitors. Excepted from this paragraph are arrangements approved by the chief executive officer or chief financial officer, who shall confirm with outside counsel the legality thereof. Dealings with Suppliers: RFM is a valuable customer for many suppliers. Those who want to do business with RFM must understand that all purchases by RFM will be made exclusively on the basis of price, quality, service and suitability to RFM’s needs. Employees may accept unsolicited non-money gifts, provided they are items of nominal intrinsic value or advertising or promotional materials clearly marked with company or brand names. From time to time, employees may accept unsolicited â entertainment if the entertainment occurs infrequently, involves reasonable, not lavish expenditures, and takes place in settings that are appropriate and fitting to employees and their hosts. Employee should exercise good judgment in deciding whether or not to accept unsolicited gifts or entertainment, keeping in mind the totality of the circumstances and the overriding goal of avoiding even the appearance of impropriety. RFM’s Human Resources should be consulted where gifts and/or entertainment that might conflict with these guidelines are offered to an employee by an individual or company with whom RFM conducts (or could conduct) business. Dealings with Customers and Potential Customers: Employees should deal with customers and potential customers honestly and fairly. Bribes, kickbacks, under-thetable payments, or other similar improper favors to customers or their representatives is prohibited. Dealings with Agents, Representatives, and Consultants: All employees involved in the selection and retention of foreign sales and marketing agents, representatives, and consultants (collectively referred to as “Agents”) should familiarize themselves with, and abide by, the Foreign Corrupt Practices Act. In general, all prospective Agents should be properly screened before being retained. All agreements with Agents must be in writing and must clearly and accurately describe the services to be performed for RFM and the amount or rate of commissions or fees to be paid by RFM. Any compensation paid to Agents must be reasonable and customary for the work performed. Dealings with Public Officials: Laws and regulations require RFM employees to be in contact with public officials on a wide variety of matters. Employees who make these contacts have a special responsibility to uphold RFM’s reputation and the law. Employees who contact public officials on behalf of RFM should understand lobbying laws and public disclosure requirements. Federal laws and the laws of many states prohibit the giving of gifts or anything of value (including meals and entertainment) to federal, state, and local government employees in connection with a business transaction. This prohibition may even apply where there is no intent by the giver to influence the government employee in his or her official actions or decisions. In addition, RFM employees who have contact with foreign public officials and/or participate in the international sales transactions involving RFM must be especially careful to comply with the Foreign Corrupt Practices Act and its foreign law counterparts. Such employees should thoroughly familiarize themselves with the requirements of the Foreign Corrupt Practices Act and any other applicable foreign law(s). Therefore, no RFM employee shall make or offer to make any form of payment, direct or indirect, to any U.S. or foreign public official in furtherance of RFM’s business, regardless of any local custom or practice condoning or encouraging such payments. Political Activities and Contributions: Federal laws and the laws of most states prohibit a corporation from contributing to a political campaign or political party. Improper corporate contributions could take the form of use of corporate facilities, as well as cash. Employees who participate in partisan political activities must never imply that they speak or act for RFM. No corporate action will be allowed, direct or indirect, that infringes on the right of each RFM employee individually to decide whether, to whom, and in what amount, he or she will make personal political contributions. The same is true of volunteer political donations or personal service. Integrity of Records and Financial Reports: The integrity of RFM’s record keeping and reporting systems must be preserved at all times. RFM’s business records must always be prepared accurately and reliably, and reflect the financial transactions of RFM in order to properly manage our business and report the financial results of RFM’s operations. No entry will be made on RFM’s books and records that intentionally hides or disguises the true nature of any transaction. There is no excuse for a deliberately false or misleading report or record. Employees are forbidden to use, authorize, or condone the use of “off-the-books” bookkeeping, secret accounts, unrecorded bank accounts, “slush” funds, falsified books, or any other devices that could be utilized to distort records or reports of RFM’s true operating results and financial condition. Proprietary Information: Much information developed by RFM is proprietary, intended solely for company purposes. Such information is a valuable business asset that must be protected. RFM proprietary information includes, among other things, all or any part of any scientific, technical, or business information, design, process, procedure, formula, or improvement; any future plans (including, but not limited to, business and marketing plans); customer lists; organization charts, market studies; cost and price studies; or similar business information that is confidential and of value. It also includes information about RFM employees, customers, suppliers, policies, procedures, and other information not made available by RFM to the general public. Employees with knowledge of RFM proprietary information must not use or disclose such proprietary information, either during or after employment, except for RFM’s benefit and to those authorized and confidentially bound to RFM. In addition, employees should protect RFM’s proprietary information against inadvertent disclosures or other unauthorized access by handling such information with care. Privacy of Customer Information: Privacy of customer communications is important to RFM’s business and is a requirement of the law. Each employee has a responsibility to guard against improper and/or unlawful tampering and intrusion by others. Unless authorized or required by law, employees shall not intercept or listen to wire or radio communications of RFM customers, or their customers, and shall not use, for the employee’s or RFM’s benefit or the benefit of others, information from any such communication. Company Property and Information Services: Protection of RFM property (including physical assets, intellectual property, and information systems) is vital to our business. RFM property should not be used for personal benefit or any other improper purpose. RFM property should not be sold, loaned, given away, or otherwise disposed of, regardless of condition or value, except with proper authorization. Employees should also familiarize themselves with, and abide by, RFM’s policies relating to the appropriate use and protection of the Company’s information systems and services, including, but not necessarily limited to, RFM’s computer systems, networks, intranet, electronic mail services, and internet access. Discrimination and Harassment: RFM is committed to maintaining a workplace that is free from unlawful harassment and discrimination. To that end, RFM employees should treat each other with dignity, courtesy, fairness, and respect. International Trade Regulations: RFM’s economic future is dependent on its continuing ability to buy and sell goods and services across international borders. The Company is subject to various laws and regulations governing imports, exports, reexports, and “deemed” exports (transfer of technology). A number of U.S. government agencies set forth and enforce these laws and regulations, including but not limited to the Depart of Commerce, State, Defense and Energy, U.S. Customs, the Office of Foreign Assets Control, the Federal Communications Commission, and the Food and Drug Administration. U.S. import and export laws and regulations are numerous, broad and complex. Some focus on the requirements and procedures for importing or exporting goods, services or technology. Others prohibit or strictly limit trade with various foreign countries or organizations (and persons and entities from such countries/organizations). In addition, RFM as a matter of policy may refrain from doing business with certain countries. Import and export laws and regulations impose severe penalties for non-compliance, including delays and confiscation of shipments, loss of import or export privileges, civil and criminal fines, and imprisonment. It is each employee’s responsibility to understand any import or export control requirements related to his or her work, and to ensure that all RFM imports and exports are made incompliance with these requirements. Use of Agents and Non-employees: Employees shall not use agents or others to circumvent the law, or to engage in practices that run contrary to this Standards of Business Ethics and Code of Ethics Policy. back to top
CODE OF ETHICS The Code of Ethics embodies principles to which RFM employees are expected to adhere and advocate. These tenets for ethical business conduct encompass rules regarding both individual and peer responsibilities, as well as responsibilities to RFM employees, the public and other stakeholders. RFM employees are expected to abide by this Code of Ethics as well as all applicable RFM business conduct standards and policies or guidelines in RFM’s employee handbook relating to areas covered by this Code of Ethics. Any violations of this Code of Ethics may result in disciplinary action, up to and including termination of employment. All employees will: Act with honesty and integrity, avoiding actual or apparent conflicts of interest in their personal and professional relationships. Provide stakeholders with information that is accurate, complete, objective, fair, relevant, timely and understandable, including in our filings with and other submissions to the U.S. Securities and Exchange Commission. Comply with rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies. Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing one’s independent judgment to be subordinated. Respect the confidentiality of information acquired in the course of one’s work except when authorized or otherwise legally obligated to disclose. Confidential information acquired in the course of one’s work will not be used for personal advantage. Share knowledge and maintain professional skills important and relevant to stakeholders’ needs. Proactively promote and be an example of ethical behavior as a responsible partner among peers, in the work environment and the community. Achieve responsible use, control, and stewardship over all RFM assets and resources that are employed or entrusted to us. Not unduly or fraudulently influence, coerce, manipulate, or mislead any authorized audit or interfere with any auditor engaged in the performance of an internal or independent audit of RFM’s financial statements or accounting books and records. If you are aware of any suspected or known violations of this Code of Ethics or other RFM policies or guidelines, you have a duty to promptly report such concerns either to your manager, another responsible member of management, or a Human Resources representative. The procedures to be followed for such a report are outlined in the Grievance & Problem Resolution Policy. If you have a concern about a questionable accounting or auditing matter and wish to submit the concern confidentially or anonymously, you may do so by calling RFM’s General Counsel, Steve Morton, at the General Counsel’s confidential Hotline (972) 448-3773. Your concerns will be forwarded to the Audit Committee Chairman of RFM’s Board of Directors for review and resolution. RFM will handle all inquiries discretely and make every effort to maintain, within the limits allowed by law, the confidentiality of anyone requesting guidance or reporting questionable behavior and/or a compliance concern. back to top
PROCEDURES AND RESPONSIBILITIES Employees will receive this Standards of Business Ethics and Code of Ethics Policy and will either be asked to sign an Acknowledgement indicating that they have read, understand and agree to work within the Standards of Business Ethics and Code of Ethics Policy or to submit an electronic Acknowledgement. Employees’ Responsibilities. Each RFM employee should: Maintain a high standard of ethical business conduct. Become thoroughly familiar with the Standards of Business Ethics and Code of Ethics Policy and comply with it. Resolve any doubts or questions about the Standards of Business Ethics and Code of Ethics Policy with his or her manager or Human Resources. Inform his or her manager of any existing holdings or activities that might be, or may appear to be, at variance with the Standards of Business Ethics and Code of Ethics Policy. Upon request or his or her manager, prepare a written disclosure of any holdings or activities that might violate the Standards of Business Ethics and Code of Ethics Policy. Upon request of his or her manager, correct any variance with the Standards of Business Ethics and Code of Ethics Policy to bring holdings and activities to full compliance. Sign the Acknowledgement or submit it electronically, as appropriate. The Acknowledgement will become a part of the employee’s permanent record. Managers’ Responsibilities. Each RFM Manager should: Develop an awareness on the part of his or her employees of the existence of, and importance of adhering to, the Standards of Business Ethics and Take all reasonable actions to ensure that his or her employees understand and operate within the Standards of Business Ethics and Code of Ethics Policy. Ensure that each of his or her employees signs or electronically submits the Acknowledgement, as described above. Maintaining Compliance. Employees may periodically be asked to acknowledge, in writing, their understanding of the Standards of Business Ethics and Code of Ethics Policy and their compliance with them. Additionally, on an annual basis, certain key employees will be required to acknowledge their understanding of and compliance with respect to activities involving sensitive corporate transactions in which conflicts of interest may exist. Audit of Compliance. Regular audits of RFM may include procedures to test compliance with this Standards of Business Ethics and Code of Ethics Policy. In addition, RFM’s Chief Executive Officer, Chief Financial Officer or the Board of Directors may order special audits. back to top
VIOLATIONS Employees should immediately report any suspected violation of this Standards of Business Ethics and Code of Ethics Policy to their managers and/or RFM Human Resources. Managers should promptly report all reported or suspected violations to RFM’s Human Resources. Confidentiality will be maintained to the extent reasonably possible. Each report will be thoroughly investigated. If a violation is discovered, appropriate, prompt, and corrective action, up to and including termination of employment, will be taken. In addition, violations of some standards may require restitution and/or may lead to civil or criminal legal action. It is RFM’s intention that this Standards of Business Ethics and Code of Ethics Policy be its written code of ethics under Section 406 of the Sarbanes-Oxley Act of 2002 complying with the standards set forth in Securities and Exchange Commission Regulation S-K Item 406. back to top
CONTINUANCE OF EXISTING PERSONNEL POLICIES, RULES, AND PERFORMANCE STANDARDS RFM has adopted personnel policies and procedures that continue in force. This Standards of Business Ethics and Code of Ethics Policy is intended to supplement and amplify those established personnel policies and procedures, but is not intended to alter the at-will employment relationship between RFM and its employees or create an employment contract between RFM and its employees. back to top
UPDATING RFM will periodically review these Standards and make any appropriate additions or changes. Employees will be given notice of all changes to this Standards of Business Ethics and Code of Ethics Policy. back to top
APPROVALS __/s/ David M. Kirk_____________ _April 19, 2005____________ President/CEO Date _/s/ Harley E Barnes III__________ _April 1, 2005_____________ Chief Financial Officer Date back to top

Long-term leadership has been crucial in positioning RFM for both accretive and organic growth.		Governance and Nominations Committee Audit Committee Compensation Committee Independent Directors Michael R. Bernique, Chairman of the Board William L. Eversole Rick L. Herrman   Jonathan W. Ladd   Inside Directors David M. Kirk
Chairman of the Board of Directors Michael R. Bernique CHAIRMAN, has served on our Board since October 1997 and as Chairman of the Board since November 1999. Mr. Bernique also served as Chairman of the Board of TelOptica Inc., a developer of software that helps companies design and optimize fiber-optic telecommunications networks, from January 2003 until July 2004. Prior to January 1, 2003, Mr. Bernique served as President and Chief Executive Officer of TelOptica, Inc. From 1999 to 2003, Mr. Bernique served as a director of CPS Technologies Corporation, a manufacturer of advanced metal-matrix composites and ceramic components. Mr. Bernique served as President of Satellite Data Networks Group for Next Level Systems, Inc., a telecommunications company, in 1996 and 1997. From 1993 to 1995, Mr. Bernique served as Sr. Vice President, North American Sales and Service at DSC Communications, or DSC, a telecommunications company, and from 1992 to 1993 he served as Vice President and General Manager of the Transmission Products Division of DSC. Mr. Bernique has a B.A. in International Relations from the University of Notre Dame and a M.A. in International Relations from the University of Chicago. Audit Committee Compensation Committee Governance and Nominations Committee   Governance and Nominations Committee Audit Committee Compensation Committee William L. Eversole DIRECTOR has served on our Board since February 2006. He is President and Chief Executive Officer of Bandspeed, Inc., a provider of combined silicon-software enterprise Wi-Fi solutions. Prior to joining Bandspeed, Mr. Eversole served as President and Chief Operating Officer of Quellan, Inc., a semiconductor company that develops high-speed integrated circuits for communications equipment. Prior to joining Quellan, Inc., he was with Texas Instruments from 1973 to 2002, where he rose from design engineer to become general manager of the Worldwide DSL Business in the Broadband Communications Group. Mr. Eversole has a B.S.E.E. from the University of Tennessee and Masters and Doctorate degrees in electrical engineering from Southern Methodist University.   Audit Committee Governance and Nominations Committee Rick L. Herrman, DIRECTOR has served on our Board since October 2008. Mr. Herman was a founding principal in 1990 of The Catalyst Group Inc., and its affiliated family of private investment funds specializing in middle market equity and mezzanine investments. Prior to founding The Catalyst Group, Mr. Herrman was a principal at Ernst & Young LLP from 1987 to 1990. Prior to his position at Ernst & Young, he was a First Vice President with Merrill Lynch Private Capital. Prior to Merrill Lynch, Mr. Herrman progressed to become a 1st Vice President and Portfolio Manager for MBANK (now JMPC) and was employed there from 1979 to 1984. Mr. Herrman has a B.B.A. in accounting from Baylor University and an M.B.A. in finance from the University of Texas at Austin and is a CPA. Mr. Herrman currently serves as a board member of two privately held companies, SEI MetalTek, a metal fabrication, processing and testing company, and Sport Clips, Inc., a national hair-cutting franchise with over 500 stores.   President & Chief Executive Officer David M. Kirk DIRECTOR, has served on our Board since November 1999. In November 1999, Mr. Kirk was also elected as our President and Chief Executive Officer. From May 1998 until November 1999, Mr. Kirk served as our Vice President, Marketing. Prior to joining us, Mr. Kirk served as Director of Marketing of Murata Electronics North America, Inc., an electronics component company, from June 1995 to May 1998. Mr. Kirk has a B.S.E.E. from Clemson University.   Compensations Committee Governance and Nominations Committee Jonathan W. Ladd, DIRECTOR, has served on our Board since October 2008. Mr. Ladd is CEO and Chairman of the Board of Brilliant Telecommunications, Inc., a designer, developer and distributor of a family of network timing, management and synchronization solutions for the telecommunications industry. Prior to joining Brilliant in December 2009, he served as Special Advisor to the CEO of Hexagon AB, a supplier of systems for the measurement of objects in one, two and three dimensions. Prior to this he served as President and Chief Executive Officer of NovAtel, Inc., a provider of global positioning system receivers and related components, from 2002 to 2008 Prior to joining NovAtel, Mr. Ladd served as Senior Vice President of Precision Engineering for Thales Navigation, Inc., a producer of precision survey and navigation systems, from 2001 to 2002. Prior to joining Thales, he was with Magellan Corporation from 1998 to 2001, where he rose to the position of Senior Vice President, Worldwide Commercial Technology. Prior to its merger with Magellan, Mr. Ladd served in a variety of executive positions for Ashtech, Inc. from 1990 to 1998. Mr. Ladd has a B.S. in surveying engineering from the University of Maine.

Corporate Governance
Audit Committee Charter		Compensation Committee Charter		Corporate Governance and Nominations Committee Charter
RF MONOLITHICS, INC. AUDIT COMMITTEE CHARTER Adopted November 13, 2007 I. Composition of the Audit Committee The Audit Committee of RF Monolithics, Inc. (the “Company”) shall be comprised of at least three directors each of whom is (i) “independent” under the rules of the Nasdaq Stock Market, Inc., except as provided below and permitted by Nasdaq Rule 4350(d) and the Sarbanes-Oxley Act of 2002, and the rules promulgated thereunder, (ii) does not accept any consulting, advisory or other compensatory fee from the issuer other than in his or her capacity as a member of the Board or any committee of the Board, (iii) is not an “affiliate” of the Company or any subsidiary of the Company, as such term is defined in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and (iv) does not own or control 20% or more of the Company’s voting securities. All members of the Committee must be able to read and understand fundamental financial statements, including a company’s balance sheet, income statement, and cash flow statement, and the Committee shall have at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background which results in the member’s financial sophistication. Notwithstanding the immediately preceding paragraph, one director who is not “independent” under the rules of the Nasdaq Stock Market, Inc., who does not accept any consulting, advisory or other compensatory fee from the issuer other than in his or her capacity as a member of the Board or any committee of the Board, who is not an “affiliate” of the Company or any subsidiary of the Company, as such term is defined in Rule 10A-3 under the Exchange Act, who does not or own or control 20% or more of the Company’s voting securities, and who is not a current officer or employee, or a person who is a relative by blood, marriage or adoption of, or who has the same residence as, any current officer or employee, may be appointed to the Committee if the Board, under exceptional and limited circumstances, shall have determined that such individual’s membership on the Committee is required by the best interests of the Company and its stockholders, and the Board discloses, in the next annual meeting proxy statement subsequent to such determination, the nature of the relationship, and the reasons for the determination. Any such member appointed to the Committee may only serve for up to two years and may not chair the Committee. No member of the Audit Committee may receive, directly or indirectly, any consulting, advisory or other compensatory fee from the Company other than (i) director’s fees, which may be received in cash, stock options or other in-kind consideration ordinarily available to directors; (ii) a pension or other deferred compensation for prior service that is not contingent on future service; and (iii) any other regular benefits that other directors receive. Members shall be appointed by the Board based on nominations recommended by a majority of the Company’s independent directors, and shall serve at the pleasure of the Company’s independent directors and for such term or terms as the Company’s independent directors may determine. The Board shall designate one member of the Audit Committee as its chairperson. In the event of a tie vote on any issue, the chairperson’s vote shall decide the issue. II. Purposes of the Audit Committee The purpose of the Audit Committee is to oversee the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company The function of the Audit Committee is oversight. The management of the Company is responsible for the preparation, presentation and integrity of the Company’s financial statements and for the effectiveness of internal control over financial reporting. Management and the internal auditing department are responsible for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations. The independent auditors are responsible for planning and carrying out a proper audit of the Company’s annual financial statements, reviews of the Company’s quarterly financial statements prior to the filing of each quarterly report on Form 10-Q, annually auditing management’s assessment of the effectiveness of internal control over financial reporting (commencing when required by applicable SEC regulations) and other procedures. In fulfilling their responsibilities hereunder, it is recognized that members of the Audit Committee are not full-time employees of the Company and are not, and do not represent themselves to be, performing the functions of auditors or accountants. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards. The independent auditors for the Company are accountable to the Board and the Audit Committee, as representatives of the shareholders. The Audit Committee is directly responsible for the appointment, retention, compensation and oversight of the work of the independent auditors (including resolving disagreements between management and the independent auditors regarding financial reporting). The independent auditors shall report directly to the Audit Committee. The independent auditors shall submit to the Audit Committee annually a formal written statement (the “Auditors’ Statement”) describing: each non-audit service provided to the Company and at least the matters set forth in Independence Standards Board No. 1. The independent auditors shall submit to the Audit Committee annually a formal written statement of the fees billed in each of the last two fiscal years for each of the following categories of services rendered by the independent auditors: (i) the audit of the Company’s annual financial statements and the reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q or services that are normally provided by the independent auditors in connection with statutory and regulatory filings or engagements; (ii) assurance and related services not included in clause (i) that are reasonably related to the performance of the audit or review of the Company’s financial statements, in the aggregate and by each service; (iii) tax compliance, tax advice and tax planning services, in the aggregate and by each service; and (iv) all other products and services rendered by the independent auditors, in the aggregate and by each service. III. Meetings of the Audit Committee The Audit Committee shall meet once every fiscal quarter, or more frequently if circumstances dictate, to discuss with management the annual audited financial statements and quarterly financial statements, as applicable. The Audit Committee shall meet separately once every fiscal year, or more frequently if circumstances dictate, with management, the director of the internal auditing department (if then in existence) and the independent auditors to discuss any matters that the Audit Committee or any of these persons or firms believe should be discussed privately. The Audit Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditors to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee. Members of the Audit Committee may participate in a meeting of the Audit Committee by means of conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other. IV. Duties and Powers of the Audit Committee To carry out its purposes, the Audit Committee shall have the following duties and powers: 1. with respect to the independent auditors, (i) to directly appoint, retain, compensate, evaluate, and terminate the independent auditors, including sole authority to approve all audit engagement fees and terms; (ii) to pre-approve, or to adopt appropriate procedures to pre-approve, all audit and non-audit services to be provided by the independent auditors; (iii) to ensure that the independent auditors prepare and deliver annually an Auditors’ Statement (it being understood that the independent auditors are responsible for the accuracy and completeness of this Statement), and to discuss with the independent auditors any relationships or services disclosed in this Statement that may impact the quality of audit services or the objectivity and independence of the Company’s independent auditors; (iv) to obtain from the independent auditors in connection with any audit a timely report relating to the Company’s annual audited financial statements describing all critical accounting policies and practices used, all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditors, and any material written communications between the independent auditors and management, such as any “management” letter or schedule of unadjusted differences; (v) to discuss with management the timing and process for implementing the rotation of the lead audit partner, the concurring partner and any other active audit engagement team partner; (vi) to review and approve all related party transactions of the Company; and (vii) to instruct the independent auditors that the independent auditors are ultimately accountable to the Board and the Audit Committee, as representatives of the shareholders; 2. with respect to accounting principles and policies, financial reporting principles and policies and internal control over financial reporting, (i) to consider any reports or communications (and management’s and/or the internal audit department’s responses thereto) submitted to the Audit Committee by the independent auditors required by or referred to in SAS 61 (as codified by AU Section 380), as it may be modified or supplemented, including reports and communications related to: deficiencies in internal control identified during the audit or other matters relating to internal control over financial reporting; consideration of fraud in a financial statement audit; detection of illegal acts; the independent auditors’ responsibility under generally accepted auditing standards; any restriction on audit scope; significant accounting policies; significant issues discussed with the national office respecting auditing or accounting issues presented by the engagement; management judgments and accounting estimates; any accounting adjustments arising from the audit that were noted or proposed by the auditors but were passed (as immaterial or otherwise); the responsibility of the independent auditors for other information in documents containing audited financial statements; disagreements with management; consultation by management with other accountants; major issues discussed with management prior to retention of the independent auditors; difficulties encountered with management in performing the audit; the independent auditors’ judgments about the quality of the entity’s accounting principles; reviews of interim financial information conducted by the independent auditors; and the responsibilities, budget and staffing of the Company’s internal audit function; (ii) to inquire of the Company’s chief executive officer and chief financial officer as to the existence of any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data, and any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting; (iii) to establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, including without limitation investigation thereof, and for the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters; and (iv) to establish hiring policies for employees or former employees of the independent auditors; (v) to review and discuss any reports concerning material violations submitted to it by Company attorneys or outside counsel pursuant to the SEC attorney professional responsibility rules or otherwise; 3. with respect to reporting and recommendations, (i) to prepare any report or other disclosures, including any recommendation of the Audit Committee, required by the rules of the SEC to be included in the Company’s annual proxy statement report; and (ii) to review and reassess the adequacy of this Charter at least annually and recommend any changes to the full Board of Directors. 4. with respect to the internal auditing department (if then in existence), to review the appointment and replacement of the director of the internal auditing department. V. Delegation to Subcommittee The Audit Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Audit Committee. The Audit Committee may, in its discretion, delegate to one or more of its members the authority to pre-approve any audit or non-audit services to be performed by the independent auditors, provided that any such approvals are presented to the Audit Committee at its next scheduled meeting. VI. Resources and Authority of the Audit Committee The Audit Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special or independent counsel, accountants or other experts and advisors, as it deems necessary or appropriate, without seeking approval of the Board or management. Without limiting the generality of the foregoing, the Company is hereby authorized and directed to provide for appropriate funding, as determined by the Audit Committee in its capacity as a committee of the Board of Directors, for payment of: (i) Compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company; (ii) Compensation to any advisers employed by the Audit Committee under this Charter; and; (iii) Ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.
RF MONOLITHICS, INC. COMPENSATION COMMITTEE CHARTER Adopted November 13, 2007 Purpose of Committee The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of RF Monolithics, Inc. (the “Company”) is to discharge the Committee’s responsibilities relating to compensation of the Company’s executives and to produce an annual report on executive compensation for inclusion in the Company’s proxy statement, in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Committee Membership Except as provided below and permitted by Nasdaq rule 4350(c)(3), the Committee shall consist solely of “independent directors,” i.e., those directors who neither are officers or employees of the Company or its subsidiaries nor have a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and who are otherwise “independent” under the rules of the Nasdaq Stock Market, Inc. Members shall be appointed by the Board based on nominations by a majority of the Company’s independent directors, and shall serve at the pleasure of the Board and for such term or terms as the Board may determine. Members shall have experience in evaluating executive performance and setting compensation of executives. If the Committee is comprised of at least three members, one director who is not independent and is not a current officer or employee, or a person who is a relative by blood, marriage or adoption of, or who has the same residence as any current officer or employee, may be appointed to the Committee if the Board, under exceptional and limited circumstances, determines that such individual’s membership on the Committee is required by the best interests of the Company and its stockholders, and the Board discloses, in the next annual meeting proxy statement subsequent to such determination, the nature of the relationship, and the reasons for the determination. Any such member appointed to the Committee may only serve for up to two years. Committee Structure and Operations The Board shall designate one member of the Committee as its chairperson. In the event of a tie vote on any issue, the chairperson’s vote shall decide the issue. The Committee shall meet in person or telephonically at least twice a year, and perhaps more frequently, in conjunction with regularly scheduled meetings of the Board at regularly scheduled times and places determined by the Committee chairperson, with further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the Committee or its chairperson. The Committee may, to the extent consistent with the maintenance of the confidentiality of compensation discussions, invite the Company’s Chief Executive Officer (“CEO”) to participate in meetings of the Committee, but if present during any deliberations of the Committee, the CEO may not vote. The CEO may not be present during any discussions and deliberations of the Committee regarding the CEO’s compensation. Committee Duties and Responsibilities The following are the duties and responsibilities of the Committee: In consultation with senior management, to establish the Company’s general compensation philosophy, and to oversee the development and implementation of compensation programs. To review and approve corporate goals and objectives relevant to the compensation of the CEO, to evaluate the performance of the CEO in light of those goals and objectives, and to have the sole authority to determine the CEO’s compensation level based on this evaluation. In determining the long-term incentive component of CEO compensation, the Committee shall consider, among other factors, the Company’s performance and relative stockholder return and the value of similar incentive awards to CEOs at comparable companies, the awards given to the CEO in past years. To review and approve the compensation of all other “officers” of the Company (as defined in Section 16 of the Securities Exchange Act of 1934, as amended and Rule 16a-1 promulgated thereunder (the “Section 16 Officers”)). To make recommendations to the Board with respect to the Company’s incentive compensation plans and equity-based plans, to oversee the activities of the individuals and committees responsible for administering these plans, and to discharge any responsibilities imposed on the Committee by any of these plans. To approve issuances under, or any material amendment of, any tax qualified, non-discriminatory employee benefit plan or parallel nonqualified plan pursuant to which a director, officer, employee or consultant will acquire stock or options, including without limitation the Employee Stock Purchase Plan. To approve issuances under, or any material amendment of, any stock option or other similar plan pursuant to which a person not previously an employee or director of the Company, as an inducement material to the individual’s entering into employment with the Company, will acquire stock or options. In consultation with management, to oversee regulatory compliance with respect to compensation matters, including overseeing the Company’s policies on structuring compensation programs to preserve tax deductibility, and, as and when required, establishing performance goals and certifying that performance goals have been attained for purposes of Section 162(m) of the Internal Revenue Code. To review and approve any severance or similar termination payments proposed to be made to any current or former Section 16 Officer. To perform any other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to the Company’s compensation programs. Delegation to Subcommittee The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee consisting of one or more members. In particular, the Committee may delegate the approval of certain transactions to a subcommittee consisting solely of members of the Committee who are (i) “Non-Employee Directors” for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as in effect from time to time, and (ii) “outside directors” for the purposes of Section 162(m) of the Internal Revenue Code, as in effect from time to time. Committee Reports The Committee shall produce the following reports and provide them to the Board. An annual Compensation Committee Report for inclusion in the Company’s annual proxy statement in accordance with applicable SEC rules and regulations. A summary of the actions taken at each Committee meeting, which shall be presented to the Board at the next Board meeting. Resources and Authority of the Committee The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management. With respect to compensation consultants retained to assist in the evaluation of director, CEO or executive officer compensation, this authority shall be vested solely in the Committee.
RF MONOLITHICS, INC. CORPORATE GOVERNANCE AND NOMINATIONS COMMITTEE CHARTER Adopted June 25, 2010 Purposes of Committee The purposes of the Corporate Governance and Nominations Committee (the “Committee”) of the Board of Directors (the “Board”) of RF Monolithics, Inc. (the “Company”) are (i) to develop, review and recommend to the Board the corporate governance guidelines and ethics policies applicable to the Company; (ii) to determine the slate of director nominees for election to the Company’s Board of Directors and to fill vacancies occurring between annual meetings of stockholders; (iii) to recommend individuals to the Board for nomination as members of the standing committees of the Board (including this Committee); (iv) to lead the Board in its annual evaluation of the performance and independence of the Board and the performance of executive management and (v) to perform any other duties or responsibilities expressly delegated to the Committee by the Board from time to time. Committee Membership Except as provided by Nasdaq listing rule 5605(e)(3), the Committee shall consist solely of “independent directors,” i.e. those directors who neither are officers or employees of the Company or its subsidiaries nor have a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and who are otherwise “independent” under the rules of the Nasdaq Stock Market, Inc. Members of the Committee shall be appointed by the Board. Members shall serve at the pleasure of the Board and for such term or terms as the Board may determine. All members of the Committee shall meet the independence and nominating committee requirements promulgated by the SEC, the National Association of Securities Dealers, any other exchange upon which securities of the Company are traded or any governmental or regulatory body exercising authority over the Company, as in effect from time to time. If the Committee is comprised of at least three members, one director who is not independent and is not a current officer or employee, or a spouse, parent, child or sibling, whether by blood, marriage or adoption of, or a person who has the same residence as any current officer or employee, may be appointed to the Committee if the Board, under exceptional and limited circumstances, determines that such individual’s membership on the Committee is required by the best interests of the Company and its stockholders, and the Board discloses, in the next annual meeting proxy statement subsequent to such determination, the nature of the relationship, and the reasons for the determination. Any such member appointed to the Committee may only serve for up to two years. Committee Structure and Operations The Board shall designate one member of the Committee as its chairperson. The Committee shall meet in person or telephonically at least twice a year, and perhaps more frequently, in conjunction with regularly scheduled meetings of the Board at regularly scheduled times and places determined by the Committee chairperson, with further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the Committee or its chairperson. Duties and Responsibilities The Committee shall: As it deems appropriate, develop, review and reassess the adequacy of the Company’s corporate governance guidelines and Standards of Business Ethics Policy based upon current standards of practice and, as needed, recommend any proposed modifications to the Board for approval. Review any corporate governance issues that merit Board attention as they arise and provide recommendations to the Board with regard to such issues. Make recommendations to the Board from time to time as to changes that the Committee believes to be desirable to the size of the Board or any committee thereof. Identify individuals believed to be qualified to become Board members, consistent with criteria approved by the Board, and to select, or recommend to the Board, the nominees to stand for election as directors at the annual meeting of stockholders or, if applicable, at a special meeting of stockholders. In the case of a vacancy in the office of a director (including a vacancy created by an increase in the size of the Board), the Committee shall recommend to the Board a nominee to fill such vacancy either through appointment by the Board or through election by stockholders. In selecting or recommending candidates, the Committee shall take into consideration such factors as it deems appropriate. These factors may include judgment, skill, diversity, experience with businesses and other organizations of comparable size, the interplay of the candidate’s experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board. The Committee shall consider all candidates recommended by the Company’s stockholders in accordance with the procedures set forth in the Company’s annual proxy statement. The Committee may consider candidates proposed by management, but is not required to do so. Identify Board members qualified to fill vacancies on any committee of the Board (including the Committee) and to recommend that the Board appoint the identified member or members to the respective committee. In nominating a candidate for committee membership, the Committee shall take into consideration the factors set forth in the charter of that committee, if any, as well as any other factors it deems appropriate, including without limitation the consistency of the candidate’s experience with the goals of the committee and the interplay of the candidate’s experience with the experience of other committee members. Annually review the Committee’s charter and recommend to the Board any necessary changes or improvements thereto. This review process shall be conducted in such manner as the Committee deems appropriate. The report to the Board may take the form of an oral report by the chairperson of the Committee or any other person designated by the Committee to make this report. Annually review and report to the Board on the succession planning with respect to the Chief Executive Officer, and recommend to the Board a successor to the Company’s Chief Executive Officer when a vacancy occurs through retirement or otherwise, including emergency procedures for succession in the event of unexpected death, disability, or departure of the Chief Executive Officer. Develop and recommend to the Board for approval a self-evaluation process for the Board and its committees, and oversee the Board’s annual self-evaluations. The Committee shall report its findings to the full Board following the end of each fiscal year. Develop and make recommendations to the Board for approval standards and processes for determining the independence of Board members that meet the requirements of The Nasdaq Stock Market and applicable laws and regulations. In addition, in accordance with such processes and using such standards, the Committee shall conduct a preliminary review of the independence of each Board member and provide its findings and make recommendations to the full Board regarding the independence of each Board member. Develop and recommend procedures for the Company’s stockholders to send communications to the Board. Report regularly to the Board and not less than once a year. To assist management in the preparation of the disclosure in the Company’s annual proxy statement regarding director independence and the operations of the Committee. To perform any other duties or responsibilities expressly delegated to the Committee by the Board from time to time. Delegation to Subcommittee The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee. Resources and Authority of the Committee The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management. With respect to consultants or search firms used to identify director candidates, this authority shall be vested solely in the Committee.