<DOCUMENT>
<TYPE>EX-10.N
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<FILENAME>b40835aiex10-n.txt
<DESCRIPTION>DIRECTORS' 2001 STOCK OPTION PLAN
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                                                                    EXHIBIT 10.n

                             ALPHA INDUSTRIES, INC.

                        DIRECTORS' 2001 STOCK OPTION PLAN


1.   PURPOSE. The purpose of this Directors' 2001 Stock Option Plan is to enable
the Corporation to attract and retain the services of experienced and
knowledgeable directors and to provide additional incentives for such directors
to continue to work for the best interests of the Corporation and its
stockholders through continuing ownership of its common stock.

2.   DEFINITIONS. As used herein, each of the following terms has the indicated
meaning:

     "Annual Meeting" means the Corporation's annual meeting of stockholders or
     special meeting in lieu of annual meeting of stockholders at which one or
     more directors are elected.

     "Board" means the Board of Directors of the Corporation.

     "Corporation" means Alpha Industries, Inc.

     "Director" means a person who, as of any applicable date, is a member of
     the Board and not an officer of the Corporation or a Subsidiary.

     "Fair Market Value" means the closing sale price quoted during the regular
     trading session of the Nasdaq or such other national securities exchange or
     automated quotation system on which the Shares may be traded or quoted on
     the date of the granting of the Option.

     "Officer" shall have the meaning provided under Rule 3b-2 promulgated
     pursuant to the Securities Exchange Act of 1934, as amended (the "1934
     Act").

     "Option Exercise Period" means the period commencing one (1) year after the
     date of grant of an Option pursuant to this Plan and ending ten years from
     the date of grant.

     "Plan" means this Directors' 2001 Stock Option Plan.

     "Shares" means the Common Stock, $.25 par value per share, of the
     Corporation.

     "Subsidiary" means any corporation in an unbroken chain of corporations
     beginning with the Corporation if, at the time of grant of the Option, each
     of the corporations other than the last in the unbroken chain owns stock
     possessing 50% or more of the total combined voting power of all classes of
     stock in one of the other corporations in such chain.

3.   STOCK SUBJECT TO THE PLAN.

     (a)  The aggregate number of Shares that may be issued and sold under the
Plan shall be 250,000. The Plan supercedes the Corporation's 1994 Non-Qualified
Stock Option Plan for Non-Employee Directors and its 1997 Non-Qualified Stock
Option Plan for Non-Employee Directors, as to future grants of options. No
further options will be granted under the 1994 and 1997 plans.

     (b)  The Shares to be issued upon exercise of Options granted under this
Plan shall be made available, at the discretion of the Board, from (i) treasury
Shares and Shares reacquired by the



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Corporation for such purposes, including Shares purchased in the open market,
(ii) authorized but unissued Shares, and (iii) Shares previously reserved for
issuance upon exercise of director's options (i.e., options under the Plan or
under the 1994 or 1997 plans) which have expired or been terminated. If any
Option granted under this Plan shall expire or terminate for any reason without
having been exercised in full, the unpurchased Shares covered thereby shall
become available for grant under additional Options under the Plan so long as it
shall remain in effect.

4.   ADMINISTRATION OF THE PLAN. The Plan shall be administered by the Board.
The Board shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall
deem advisable from time to time, to interpret the terms and provisions of the
Plan and any Option issued under the Plan (and any writing or agreement relating
thereto) and to otherwise supervise the administration of the Plan.

5.   ELIGIBILITY. Options shall be granted only to Directors, as that term is
 defined in Section 2, above.

6.   GRANT OF OPTIONS.

     (a)  Each year, immediately following the Corporation's Annual Meeting,
each then Director shall be granted an Option to purchase 15,000 Shares.

     (b)  Upon initial election by the stockholders or appointment by the Board
as a Director, immediately following the Annual Meeting at which such Director
is first elected by the stockholders or immediately following the meeting of the
Board at which such Director is appointed by the Board, each Director shall be
granted an Option to purchase 45,000 Shares.

7.   TERMS OF OPTIONS AND LIMITATIONS THEREON.

     (a)  OPTION AGREEMENT. Each Option granted under this Plan shall be
evidenced by a writing or an option agreement between the Corporation and the
Option holder and shall be upon such terms and conditions, not inconsistent with
this Plan, as the Board may determine.

     (b)  PRICE. The price at which any Shares may be purchased pursuant to the
exercise of an Option shall be the greater of the Fair Market Value of the
Shares on the date of grant or par value.

     (c)  EXERCISE OF OPTION. Each Option granted under this Plan may be
exercised as follows:

          (1)  beginning on the first anniversary of the date of grant, for up
               to 25% of the Shares covered by the Option; and

          (2)  beginning on each anniversary of the date of grant thereafter,
               for up to an additional 25% of such Shares for each additional
               year, until, on the fourth anniversary of the date of grant, the
               Option may be exercised as to 100% of the Shares covered by the
               Option.

Options may be exercised in whole or in part, from time to time, only during the
Option Exercise Period, by the giving of written notice, signed by the holder of
the Option, to the Corporation stating the number of Shares with respect to
which the Option is being exercised, accompanied by full payment for such Shares
pursuant to section 8(a) hereof

     (d)  CESSATION OF SERVICE AS A DIRECTOR AND OTHER EVENTS. If an Option
holder's service as a Director of the Corporation is terminated, then that
holder's Options may be exercised as to all shares


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that have not been previously purchased only in accordance with the following
provisions and notwithstanding any other provision of this Plan -

          (1)  In the event of cessation of service by reason of an Option
               holder's death, the Options may be exercised by the holder or by
               the executors, administrators, legatees or distributees of his or
               her estate as to all vested and unvested shares until the earlier
               of the Option Expiration Date or twelve (12) months after the
               date of death.

          (2)  In the event of cessation of service by reason of an Option
               holder's permanent and total disability, the Options may be
               exercised as to all shares vested as of the date of the cessation
               of service until the earlier of the Option Expiration Date or six
               (6) months after the date of cessation of service. Shares not
               vested as of the date of the cessation of service may not be
               exercised.

          (3)  In the event of cessation of service for Cause, the Options may
               not be exercised as to any shares, whether or not they were
               previously vested. "Cause" shall be defined as cessation of
               service on account of any act of (i) fraud or intentional
               misrepresentation, or (ii) embezzlement, misappropriation or
               conversion of assets or opportunities of the Corporation or any
               Subsidiary.

          (4)  In the event of cessation of service for any other reason,
               including without limitation cessation of service without Cause
               and voluntary resignation, the Options may be exercised as to all
               shares vested as of the date of the cessation of service until
               the earlier of the Option Expiration Date or three (3) months
               after the date of cessation of service. Shares not vested as of
               the date of the cessation of service may not be exercised.

     (e)  NON-ASSIGNABILITY. No Option, or right or interest in an Option, shall
be assignable or transferable by the holder, except by will, the laws of descent
and distribution or pursuant to a qualified domestic relations order (as defined
in the Internal Revenue Code of 1986, as amended, or Title I of the Employee
Retirement Income Security Act of 1974, as amended, or the rules thereunder),
and during the lifetime of the holder shall be exercisable only by him or her.

8.   PAYMENT.

     (a)  The purchase price of Shares upon exercise of an Option shall be paid
by the Option holder in full upon exercise, and may be paid (i) in cash, (ii) by
delivery of Shares valued at Fair Market Value on the date of exercise to the
extent such disposition of Shares is permitted under Rule 16b-3 (defined in
Paragraph 12(c), below), or (iii) any combination of cash and Shares as provided
in Clause (ii), with any payment made pursuant to Clause (ii) or (iii) only as
permitted by the Board, in its sole discretion.

     (b)  No Shares shall be granted under this Plan or issued or transferred
upon exercise of any Option under this Plan unless and until all legal
requirements applicable to the issuance or transfer of such Shares, and such
other requirements as are consistent with the Plan, have been complied with to
the satisfaction of the Board, including without limitation those described in
Paragraph 12 hereof.

9.   STOCK ADJUSTMENTS.

     (a)  If the Corporation is a party to any merger or consolidation, any
purchase or acquisition of property or stock, or any separation, reorganization
or liquidation, the Board (or, if the Corporation is not the surviving
corporation, the board of directors of the surviving corporation) shall have the
power to



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make arrangements, which shall be binding upon the holders of unexpired Options,
for the substitution of new options for, or the assumption by another
corporation of, any unexpired Options then outstanding hereunder.

     (b)  If by reason of recapitalization, reclassification, stock split,
combination of shares, separation (including a spin-off) or dividend on the
stock payable in Shares, the outstanding Shares of the Corporation are increased
or decreased or changed into or exchanged for a different number or kind of
shares or other securities of the Corporation, the Board shall conclusively
determine the appropriate adjustment in the exercise prices of outstanding
Options and in the number and kind of shares as to which outstanding Options
shall be exercisable, in such manner as to result in the Options being
exercisable.

     (c)  In the event of a transaction of the type described in paragraphs (a)
and (b) above, the total number of Shares on which Options may be granted under
this Plan shall be appropriately adjusted by the Board.

10.  CHANGE OF CONTROL PROVISIONS.

     (a)  Notwithstanding any other provision of the Plan to the contrary, in
the event of a Change of Control, any Options outstanding as of the date such
Change of Control is determined to have occurred and not then exercisable shall
become fully exercisable to the full extent of the original grant.

     (b)  A "Change in Control" will be deemed to have occurred if the
Continuing Board of the Corporation shall have ceased for any reason to
constitute a majority of the Board of Directors of the Corporation. For this
purpose, a "Continuing Director" will include any member of the Board of
Directors of the Corporation as of the Effective Date and any person nominated
for election to the Board of Directors of the Corporation by a majority of the
then Continuing Directors.


11.  NO RIGHTS OTHER THAN THOSE EXPRESSLY CREATED. No person affiliated with the
Corporation or any Subsidiary or other person shall have any claim or right to
be granted an Option hereunder. Neither this Plan nor any action taken hereunder
shall be construed as (i) giving any Option holder any right to continue to be
affiliated with the Corporation, (ii) giving any Option holder any equity or
interest of any kind in any assets of the Corporation, or (iii) creating a trust
of any kind or a fiduciary relationship of any kind between the Corporation and
any such person. No Option holder shall have any of the rights of a stockholder
with respect to Shares covered by an Option, until such time as the Option has
been exercised and Shares have been issued to such person.

12.  MISCELLANEOUS.

     (a)  WITHHOLDING OF TAXES. Pursuant to applicable federal, state, local or
foreign laws, the Corporation may be required to collect income or other taxes
upon the grant of an Option to, or exercise of an Option by, a holder. The
Corporation may require, as a condition to the exercise of an Option, that the
recipient pay the Corporation, at such time as the Board determines, the amount
of any taxes which the Board may determine is required to be withheld.

     (b)  SECURITIES LAW COMPLIANCE. Upon exercise of an Option, the holder
shall be required to make such representations and furnish such information as
may, in the opinion of counsel for the Corporation, be appropriate to permit the
Corporation to issue or transfer the Shares in compliance with the provisions of
applicable federal or state securities laws. The Corporation, in its discretion,
may postpone the


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issuance and delivery of Shares, upon any exercise of an Option, until
completion of such registration or other qualification of such Shares under any
federal or state laws, or stock exchange listing, as the Corporation may
consider appropriate. The Corporation intends to register or qualify the Shares
under federal and state securities laws, but is not obligated to register or
qualify the Shares under such laws and may refuse to issue such Shares if
neither registration nor exemption therefrom is practical. The Board may require
that prior to the issuance or transfer of any Shares upon exercise of an Option,
the recipient enter into a written agreement to comply with any restrictions on
subsequent disposition that the Board or the Corporation deems necessary or
advisable under any applicable federal and state securities laws. Certificates
representing the Shares issued hereunder may contain a legend reflecting such
restrictions.

     (c)  COMPLIANCE WITH RULE 16b-3. With respect to a person subject to
Section 16 of the 1934 Act, the Plan is intended to be, upon approval by the
shareholders of the Corporation, a formula plan, and transactions under this
Plan are intended to comply with all applicable conditions of Rule 16b-3 or its
successors ("Rule 16b-3") under the 1934 Act. To the extent any provision of the
Plan or action by the administrators of the Plan fails to so comply, such
provision or action shall be deemed null and void to the extent permitted by law
and, if a provision hereof, deemed subject to amendment or determination by the
administrators of the Plan.

     (d)  INDEMNITY. The Board shall not be liable for any act, omission,
interpretation, construction or determination made in good faith in connection
with their responsibilities with respect to the Plan, and the Corporation hereby
agrees to indemnify the members of the Board, in respect of any claim, loss,
damage, or expense (including counsel fees) arising from any such act, omission,
interpretation, construction or determination, to the full extent permitted by
law.

     (e)  OPTIONS NOT DEEMED INCENTIVE STOCK OPTIONS. Options granted under the
Plan shall not be deemed incentive stock options as that term is defined in
Section 422 of the Internal Revenue Code of 1986, as amended.

13.  EFFECTIVE DATE; AMENDMENT; TERMINATION.

     (a)  The effective date of this Plan shall be the date of the approval of
the shareholders.

     (b)  The Board may at any time, and from time to time, amend, suspend or
terminate this Plan in whole or in part, provided, however, that the provisions
of this Plan relating to the amount and price of securities to be awarded and
the timing of such awards may not be amended more than once every six months,
other than to comport with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act, each as amended, or the rules thereunder.
However, except as provided herein, no amendment, suspension or termination of
this Plan may affect the rights of any person to whom an Option has been granted
without such person's consent.

     (c)  This Plan shall terminate ten years from its effective date, and no
Option shall be granted under this Plan thereafter, but such termination shall
not affect the validity of Options granted prior to the date of termination.


--------------------------------------------------------------------------------
Board of Directors' Adoption:                   April 26, 2001
Approved by Shareholders:                       September 10, 2001



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