<PAGE>
 
   As filed with the Securities and Exchange Commission on October 18, 1995
                                                            Registration No. 33-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                            ______________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                          __________________________

                            ALPHA INDUSTRIES, INC.
           -------------------------------------------------------    
            (Exact name of registrant as specified in its charter)

       DELAWARE                                             04-2302115
 ----------------------------               -----------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                  20 SYLVAN ROAD, WOBURN, MASSACHUSETTS 01801
              --------------------------------------------------   
              (Address of Principal Executive Offices) (Zip Code)

                            ALPHA INDUSTRIES, INC.
                         1986 LONG-TERM INCENTIVE PLAN
                         -----------------------------
                           (Full title of the plan)

                         MR. MARTIN J. REID, PRESIDENT
                            ALPHA INDUSTRIES, INC.
                  20 SYLVAN ROAD, WOBURN, MASSACHUSETTS 01801
                  -------------------------------------------
                    (Name and address of agent for service)

                                (617) 935-5150
        --------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===========================================================================================
        Title of
       Securities            Amount        Proposed Maxi-     Proposed Maxi-     Amount of
         to be                to be         mum Offering       mum Aggregate     Registra-
       Registered          Registered    Price Per Share(1)  Offering Price(1)    tion Fee
- -----------------------------------------------------------------------------------
<S>                        <C>           <C>                 <C>                <C> 
Common Stock
$.25 par value               250,000(2)       $16.31         $4,077,500          $1,406.03
 
Rights to
Purchase Com-
mon Stock(3)                 250,000(2)        0(4)               0(4)              0(4)
 
Total Registration Fee                                                           $1,406.03
</TABLE>

                           (footnotes on next page)
================================================================================
This Registration Statement relates to the registration of additional securities
of the same class as other securities for which a Registration Statement on this
Form relating to an employee benefit plan is effective.  Pursuant to General
Instruction E of Form S-8, the contents of the Registrant's Registration
Statements on Form S-8 (Registration Nos. 33-11356 and 33-47901) are hereby
incorporated herein by reference.


<PAGE>
 
    (1)  Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457 under the Securities Act of 1933, on the basis of the
average high and low prices for the Registrant's Common Stock on October 17,
1995, as reported by the American Stock Exchange, Inc.

    (2)  Such presently indeterminable number of additional shares of Common
Stock and Rights (see Note 3 below) are registered hereunder as may be issued in
the event of a merger, consolidation, reorganization, recapitalization, stock
dividend, stock split or other similar changes in the Common Stock.

    (3)  On November 20, 1986, the Board of Directors of the Registrant declared
a dividend distribution of one right (the "Rights") for each outstanding share
of Common Stock.  The 250,000 Rights registered hereby consist of 250,000 Rights
which may be issued with shares of Common Stock issuable upon exercise of
options granted or to be granted under the Registrant's 1986 Long-Term Incentive
Plan.

    (4)  The Rights are not separately transferable apart from the Common Stock,
nor are they exercisable until the occurrence of certain events.  Accordingly,
no independent value has been attributed to the Rights.

- --------------------------------------------------------------------------------


<PAGE>
 
                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8.  Exhibits.
         -------- 

      (5)  Opinion regarding legality.                                     
                                                                           
               (a)  Legal Opinion of Brown, Rudnick, Freed & Gesmer.       
                                                                           
      (24) Consent of experts and counsel                                  
                                                                           
               (a)  Consent of Independent Auditors.                       
                                                                           
               (b)  Consent of Brown, Rudnick, Freed & Gesmer is contained
                    within their legal opinion filed as Exhibit (5)(a) hereof.

      (99) Registrant's 1986 Long-Term Incentive Plan, as amended.         
       
____________________

                                     II-1

<PAGE>
 
                                  SIGNATURES

                                THE REGISTRANT
                                --------------

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of Woburn, Commonwealth of Massachusetts on the 17th day
of October, 1995.


                             Alpha Industries, Inc.
                               (Registrant)

                             BY:  /s/Martin J. Reid
                                  ------------------------------
                                Martin J. Reid, President and
                                Chief Executive Officer

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:


<TABLE>
<CAPTION>
       Signature                 Title                   Date                   
       ---------                 -----                   ----                   
                                                                                
<S>                              <C>                     <C>                    
/s/George S. Kariotis            Director                October 17, 1995       
- -----------------------                                                         
George S. Kariotis                                                            
                                                                              
                                                                              
/s/Arthur Pappas                 Director                October 17, 1995     
- -----------------------                                                       
Arthur Pappas                                                                 
                                                                              
                                                                              
/s/Martin J. Reid                Director, President     October 17, 1995     
- -----------------------                                                       
Martin J. Reid                   and Chief Executive                          
                                 Officer (Principal                           
                                 Executive Officer)                           
                                                                              
/s/Raymond Shamie                Director                October 17, 1995     
- -----------------------                                                       
Raymond Shamie                                                                
                                                                              
                                                                              
/s/Sidney Topol                  Director                October 17, 1995   
- -----------------------                                                       
Sidney Topol                                                                  
                                                                              
                                                                              
/s/David Aldrich                 Senior Vice President   October 17, 1995     
- -----------------------                                                       
David Aldrich                    and Chief Financial                          
                                 Officer (Principal                           
                                 Financial Officer)                           
                                                                              
/s/Paul E. Vincent               Controller (Principal   October 17, 1995     
- -----------------------
Paul E. Vincent                  Accounting Officer)
</TABLE>




<PAGE>
 
                               POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Martin J. Reid and David Aldrich, and each of
them (with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in- fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

<TABLE>
<CAPTION>
 
          Signature                 Title                   Date
          ---------                 -----                   ----

<S>                                 <C>                     <C>
/s/George S. Kariotis               Director                October 17, 1995
- ----------------------------------
George S. Kariotis

 
/s/Arthur Pappas                    Director                October 17, 1995
- ----------------------------------
Arthur Pappas
 

/s/Martin J. Reid                   Director, President     October 17, 1995
- ----------------------------------
Martin J. Reid and Chief Executive  Officer (Principal
                                    Executive Officer) 
                                    
 

/s/Raymond Shamie                   Director                October 17, 1995
- ----------------------------------
Raymond Shamie
 

/s/Sidney Topol                     Director                October 17, 1995
- ----------------------------------
Sidney Topol

 
/s/David Aldrich                    Senior Vice President   October 17, 1995
- ----------------------------------
David Aldrich                       and Chief Financial
                                    Officer (Principal
                                    Financial Officer)
 

/s/Paul E. Vincent                  Controller (Principal   October 17, 1995
- ----------------------------------
Paul E. Vincent                     Accounting Officer)
</TABLE>



<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------


EXHIBIT NO.                                                    PAGE NO.
- -----------                                                    ------- 

    (5)  Opinion regarding legality.

             (a)  Legal Opinion of Brown, Rudnick, Freed & Gesmer.

    (24) Consent of experts and counsel

             (a)  Consent of Independent Auditors.

             (b)  Consent of Brown, Rudnick, Freed & Gesmer is contained within
                  their legal opinion filed as Exhibit (5)(a) hereof.

    (99) Registrant's 1986 Long-Term Incentive Plan, as amended.

                                       1





<PAGE>
 
[LETTER HEAD OF BROWN RUDNICK FREED & GESMER APPEARS HERE]

                               October 18, 1995


Alpha Industries, Inc.
20 Sylvan Road
Woburn, MA  01801

RE:  Alpha Industries, Inc.
     Registration Statement on Form S-8
     ----------------------------------

Ladies and Gentlemen:

     We have acted as legal counsel to Alpha Industries, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), of a Registration Statement on Form S-8 (the "Registration
Statement") relating to 250,000 shares (the "Shares") of the Company's Common
Stock, $.25 par value ("Common Stock") and 250,000 Rights (as defined below).

     The Shares are issuable pursuant to the Alpha Industries, Inc. 1986 Long-
Term Incentive Plan (the "Plan"), and the Rights are issuable pursuant to that
certain Amended and Restated Rights Agreement, dated as of November 20, 1986, as
amended and restated July 3, 1990 and as amended through Amendment No. 2 dated
September 24, 1990 (the "Rights Agreement"), providing for the delivery of a
right (a "Right") to purchase one share of Common Stock, along with each share
of Common Stock issued by the Company pursuant to, among other things, the Plan.

     In connection with this Opinion Letter, we have examined
 the documents
listed on Schedule A attached hereto (collectively, the "Documents").

     We have not made any independent review or investigation of orders,
judgments, rules or other regulations or decrees by which the Company or any of
its property may be bound, nor have we made any independent investigation as to
the existence of actions, suits, investigations or proceedings, if any, pending
or threatened against the Company.

     With your concurrence, the opinions hereafter expressed, whether or not
qualified by language such as "to our knowledge," are based solely upon (1) our
review of the Documents and (2) such review of published sources of law as we
have deemed necessary.

     This firm, in rendering legal opinions, customarily makes certain
assumptions which are described in Schedule B hereto. In the course of our
representation of the Company in

<PAGE>
 
[LETTER HEAD OF BROWN RUDNICK FREED & GESMER APPEARS HERE]

Alpha Industries, Inc.
October 18, 1995
Page 2


connection with the Registration Statement, nothing has come to our attention
which causes us to believe reliance upon any of those assumptions is
inappropriate and, with your concurrence, the opinions hereafter expressed are
based upon those assumptions. For purposes of those assumptions, the Enumerated
Party referred to in Schedule B is the Company.

     Our opinions hereafter expressed are limited to the laws of the
Commonwealth of Massachusetts, Federal law and the General Corporation Law of
the State of Delaware.

     We express no legal opinion upon any matter other than as explicitly
addressed in numbered paragraphs 1 and 2 below, and our express opinions therein
contained shall not be interpreted to be implied opinions upon any other matter.

     Based upon and subject to the foregoing, we are of the opinion that:

     1.  The Shares have been duly authorized, and when issued in accordance
with the terms of the Plan, will be validly issued, fully paid and
nonassessable.

     2.  The Rights have been duly authorized, and when issued in accordance
with the Rights Agreement, will be validly issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as Exhibit 5(a) to the
Registration Statement and to the reference to this firm wherever it appears in
the Registration Statement.

                                Very truly yours,

                                BROWN, RUDNICK, FREED & GESMER

                                  By: Brown, Rudnick, Freed
                                    & Gesmer, P.C., a partner

                                    By: /s/Steven R. London
                                        -----------------------------------
                                     Steven R. London, a member duly authorized

SRL/DHM/JGN/mc/ag

                                      -2-

<PAGE>
 
                                  SCHEDULE A

                               LIST OF DOCUMENTS
                               -----------------


     In connection with the Opinion Letter to which this Schedule A is attached,
we have reviewed the Documents set forth below. However, except as otherwise
expressly indicated, we have not reviewed any other documents, instruments or
agreements referred to in or listed upon any of the following Documents.

     (i)     the Certificate of Incorporation of the Company, as amended, as
certified by the Secretary of State of the State of Delaware, and a certificate
of the Secretary of the Company to the effect that there have been no further
amendments thereto;

     (ii)    a copy of the Amended and Restated By-laws of the Company,
certified by the Secretary of the Company as presently being in effect;

     (iii)   a copy of certain votes of the board of directors of the Company,
certified by the Secretary of the Company as presently being in effect;

     (iv)    a certificate dated as of a recent date of the Secretary of State
of the State of Delaware as to the good standing of the Company;

     (v)     the Plan;

     (vi)    the Rights Agreement;

     (vii)   the Registration Statement; and

     (viii)  a letter dated October 17, 1995 from The First National Bank of
Boston, the Company's registrar and transfer agent, as to the issued and
outstanding shares of the Company.

                                      -3-

<PAGE>
 
                                  SCHEDULE B

                        BROWN, RUDNICK, FREED & GESMER
                             STANDARD ASSUMPTIONS
                        ------------------------------


     In rendering legal opinions in third party transactions, Brown, Rudnick,
Freed & Gesmer makes certain customary assumptions described below:


     1..  Each natural person executing any of the Documents has sufficient
          legal capacity to enter into such Documents.

     2..  Each person other than the Enumerated Party has all requisite power
          and authority and has taken all necessary corporate or other action to
          enter into the Documents to which it is a party or by which it is
          bound, to the extent necessary to make the Documents enforceable
          against it.

     3..  Each person other than the Enumerated Party has complied with all
          legal requirements pertaining to its status as such status relates to
          its rights to enforce the Documents against the Enumerated Party.

     4..  Each Document is accurate, complete and authentic, each original is
          authentic, each copy conforms to an authentic original and all
          signatures are genuine.

     5..  All official public records are accurate, complete and properly
          indexed and filed.

                                      -4-



<PAGE>
The Board of Directors
Alpha Industries, Inc.:


We consent to the use of our report incorporated herein by reference.  Our 
report refers to the adoption of Financial Accounting Standard Board's Statement
of Financial Accounting Standards No. 109, "Accounting for Income Taxes" in 
fiscal 1994.


                                                        KPMG Peat Marwick LLP


Boston Massachusetts
October 13, 1995





<PAGE>
 
                            ALPHA INDUSTRIES, INC.

                         1986 LONG-TERM INCENTIVE PLAN


SECTION I.  PURPOSE OF THE PLAN.

    The purposes of this Alpha Industries, Inc. 1986 Long-Term Incentive Plan
(the "Plan") are (i) to provide long-term incentives and rewards to those key
employees (the "Participants") of Alpha Industries, Inc. (the "Company") and its
subsidiaries, who are in a position to contribute to the long-term success and
growth of the Company and its subsidiaries, (ii) to assist the Company in
retaining and attracting key employees with requisite experience and ability,
and (iii) to associate more closely the interests of such persons with those of
the Company's stockholders.

SECTION II.  ADMINISTRATION.

    (a)  The Committee.  The Plan shall be administered by the Compensation
         -------------                                                     
Committee of the Company's Board of Directors (the "Committee").  No member of
the Committee while a member thereof shall be eligible to participate in the
Plan, nor may any person be appointed to the Committee unless he was not
eligible to participate in the Plan or any other plan of the Company at any time
within the one-year period immediately prior to such appointment as provided in
Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").

    (b)  Authority
 and Discretion of Committee.  Subject to the express
         -------------------------------------
provisions of the Plan and provided that all actions taken shall be consistent
with the purposes of the Plan, the Committee shall have full and complete
authority and the sole discretion to: (i) determine those key employees of the
Company and its subsidiaries who shall constitute the Participants; (ii) select
the Participants to whom awards shall be granted under the Plan; (iii) determine
the size and the form of the award or awards, if any, to be granted to any
Participant; (iv) determine the time or times such awards shall be granted; (v)
establish the terms and conditions upon which such awards may be exercised
and/or transferred; (vi) alter any restrictions and conditions upon such awards;
and (vii) adopt such rules and regulations, establish, define and/or interpret
any other terms and conditions and make all other determinations (which may be
on a case-by-case basis) deemed necessary or desirable for the administration of
the Plan.

SECTION III.  AWARDS.

    Awards under the Plan may include any or all of the following, as described
herein:  (a) Stock Options, with or without (b) Stock Appreciation Rights; (c)
Book Value Awards; or (d) Restricted Share Awards.

<PAGE>
 
    (a)  Stock Options.  "Stock Options" are rights to purchase shares of $.25
         -------------
par value common stock of the Company ("Common Stock") at a fixed price for a
predetermined period of time.

         (i)  The Committee may grant Stock Options either alone or in
    conjunction with Stock Appreciation Rights as described in paragraph (b)
    below.  It shall determine the number of shares of Common Stock to be
    covered by each such Stock Option.

         (ii) In the event of the death, retirement or permanent disability of
    the recipient of a Stock Option, the recipient or the recipient's estate
    shall have the right, until the earlier of (a) one year subsequent to such
    death, retirement or permanent disability, or (b) the expiration date of the
    Stock Option, to exercise the Stock Option to the extent such Stock Option
    was exercisable on the date of death, retirement or permanent disability.

         (iii) If the employment of the recipient of a Stock Option is
    terminated for any reason other than death, retirement or permanent
    disability, the recipient shall have the right, until the earlier of (a) 90
    days after such termination or (b) the expiration date of the Stock Option
    to exercise the Stock Option, to the extent such option was exercisable on
    the date of termination.

         (iv)  The purchase price of shares purchased pursuant to any Stock
    Option shall be determined by the Committee, and shall not be less than the
    greater of Fair Market Value (as defined in Section V) of such shares at the
    time such Stock Option is granted, or par value.  The purchase price of
    shares purchased pursuant to any Stock Option shall be paid in full upon
    exercise, either (a) in cash, or at the discretion of the Committee, (b) by
    delivery of shares of Common Stock (valued at their Fair Market Value on the
    date of purchase, as defined in Section (V) or (c) a combination of cash and
    Common Stock.

         (v)  The Committee, in its discretion, may provide that any Stock
    Option shall become immediately and fully exercisable in the event of a
    change in control of the Company, notwithstanding any installment schedule
    for the exercise of such Stock Option.

    (b)  Stock Appreciation Rights.  "Stock Appreciation Rights" are rights to
         -------------------------                                            
receive cash and/or Common Stock in lieu of the purchase of shares under a
related Stock Option.  The Committee may grant Stock Appreciation Rights to any
recipient of a Stock Option either at the time of the grant of the Stock Option
or subsequently, by amendment to such grant.  All Stock Appreciation Rights
shall be granted under and subject to the following terms and conditions, and
any other terms and conditions as the Committee may establish:

         (i)   Each Stock Appreciation Right shall be exercisable at the same
    times and with regard to the same number of shares as the related Stock
    Option is exercisable, except that in addition, in no event shall any Stock
    Appreciation Right be exercisable prior to six months and one day from the
    date of its grant.

<PAGE>
 
         (ii)  Each Stock Appreciation Right shall entitle the holder thereof to
    surrender to the Company a portion of or all of the unexercised, but
    exercisable, related Stock Option, and to receive with respect to each share
    of Common Stock represented by such surrendered portion, cash or shares of
    Common Stock of a value equal to the amount by which the Fair Market Value
    of each such share on the date of exercise exceeds the option price provided
    in the related Stock Option.  The recipient shall not be required to pay the
    Stock Option exercise price upon surrender of the Stock Option and exercise
    of the related Stock Appreciation Right.

         (iii) Each surrender of a portion of or all of a Stock Option upon the
    exercise of a Stock Appreciation Right shall cause a share for share
    reduction in the number of shares of Common Stock covered by the related
    Stock Option.

         (iv)  Notwithstanding any other provision of the Plan, the Committee
    may from time to time determine, subject to Board approval, the maximum
    amount of cash or Common Stock which may be paid or issued upon exercise of
    Stock Appreciation Rights (A) in any year and/or (B) to any particular
    recipient. Any limitation on payments may be changed by the Committee from
    time to time, provided that no such change shall require the holder to
    return to the Company any amount theretofore received upon the exercise of
    Stock Appreciation Rights.

    (c)  Book Value Awards.  "Book Value Awards" are grants of Book Value Shares
         -----------------                                                      
(as defined below) or options to purchase Book Value Shares, with the option
price per share equal to the Book Value of Common Stock.

         (i)   "Book Value" shall mean the common stockholders' equity per share
    as reported in the Company's financial statements contained in either (A)
    the immediately preceding annual report to stockholders, or (B) the
    immediately preceding quarterly report to stockholders, as the Committee may
    determine in its discretion.

         (ii)  "Book Value Shares" are shares of Common Stock subject to the
    following restrictions:

               (A)  Book Value Shares may not be sold, transferred or otherwise
        disposed of, pledged or otherwise encumbered, except as provided in (I)
        paragraph (c)(ii)(B) below, (II) paragraph (c)(iii), below, or (III)
        paragraph (g) of Section V.

               (B)  Book Value Shares which have not been reacquired by the
        Company pursuant to paragraph (c)(iii) below shall be repurchased by the
        Company at either (I) the time of the recipient's death, retirement or
        permanent disability, at the then Book Value of such shares, or (II) at
        the time of the recipient's termination of employment for any other
        reason, at the recipient's original acquisition price.

               (C)  In the event the recipient of an option to purchase Book
        Value Shares is terminated for any reason, any outstanding option to
        purchase Book Value 

<PAGE>
 
        Shares shall be exercisable by the recipient or his estate only under
        the conditions of paragraph (a)(iii) of this Section
        III.

         (iii)  The Committee may, in its discretion, provide terms pursuant to
    which a recipient of Book Value Shares may sell all or a portion of such
    shares to the Company prior to the time of such recipient's death,
    retirement, permanent disability or other termination of employment.

         (iv)  Payment for Book Value Shares repurchased hereunder shall be made
    in cash, and/or at the discretion of the Committee, in shares of Common
    Stock valued at their Fair Market Value at the date of repurchase.  Such
    payment may be made either in a lump sum or in installments at the
    discretion of the Committee.

         (v)  At the discretion of the Committee, Book Value Awards may permit
    the recipient to elect to receive, instead of Book Value Shares, a number of
    shares of Common Stock equal to the number of Book Value Shares awarded
    times the ratio of Book Value to Fair Market Value of the Common Stock on
    the date of the Book Value Award.

    (d)  Restricted Share Awards.  "Restricted Share Awards" are grants of
         -----------------------                                          
Restricted Shares or options to purchase Restricted Shares.  Restricted Shares
may be issued for any lawful consideration and on such terms as may be
determined by the Committee.

         (i)  "Restricted Shares" are shares of Common Stock acquired by a
    Participant subject to the restrictions described in the following
    subsections.

         (ii)  Restricted Shares may not be sold, transferred or otherwise
    disposed of, pledged or otherwise encumbered, except (I) if they become Free
    Shares (as defined below), (II) if the Company declines to repurchase such
    shares, as provided in this paragraph, or (III) as provided in paragraph (g)
    of Section V.  In the event of the recipient's termination of employment for
    any reason except death, retirement or permanent disability, Restricted
    Shares which have not become Free Shares shall be delivered to the Company
    within 30 days following such termination.  Within 60 days following a
    timely delivery of said shares, the Company may repurchase all or a portion
    of said shares by paying to the recipient the original acquisition price, if
    any, for the number of shares that the Company elects to purchase, and the
    Company will return to the recipient any shares not so purchased.  The
    restrictions against disposition and the obligation of resale to the Company
    shall lapse as to any shares which the Company declines to purchase.  Any of
    such shares which are not delivered to the Company within 30 days following
    the termination of employment shall be deemed void for all corporate
    purposes, and shall remain subject to the restrictions imposed thereon which
    restrictions shall not lapse as otherwise provided.  Nothing in this Section
    shall require the Company to repurchase shares issued to Participants under
    the Plan.

<PAGE>
 
         (iii)  Upon the occurrence of the earlier of the death, retirement or
    permanent disability of the recipient of a Restricted Share Award, the
    restrictions against disposition and the obligation of resale to the
    Company of shares as to which such restrictions and obligations have not
    otherwise lapsed shall immediately lapse.

         (iv)  In addition to the terms provided in paragraph (d)(iii) above,
    the Committee may, in its discretion, provide alternate terms pursuant to
    which Restricted Shares issued to a Participant shall become Free Shares.
    Such terms shall be incorporated into the terms of the Restricted Share
    Award at the time of the granting of the award, and shall also be made a
    part of an agreement between the Company and the recipient at the time of
    the transfer of the Restricted Shares.

         (v)  "Free Shares" shall mean Restricted Shares as to which the
    restrictions against disposition and the obligation of resale to the Company
    have lapsed in accordance with the provisions set forth in paragraphs
    (d)(ii), (iii) or (iv) of this Section.

    SECTION IV.  FURTHER REQUIREMENTS AS TO BOOK VALUE SHARES AND RESTRICTED
                 SHARES.

    (a)  Certificates.  Certificates issued in respect of Book Value Shares or
         ------------                                                         
Restricted Shares sold or awarded under the Plan shall be registered in the name
of the recipient but shall bear the following legend:

    "The transferability of this certificate and the shares of stock represented
hereby is restricted and the shares are subject to the further terms and
conditions contained in the 1986 Long-Term Incentive Plan of Alpha Industries,
Inc. and in a repurchase agreement executed pursuant thereto.  Copies of said
plan and agreement are on file in the office of the Treasurer of the Company at
the Company's offices in Woburn, Massachusetts."

    (b)  Escrow Agreements.  In order to enforce the restrictions, terms and
         -----------------                                                  
conditions on Book Value Shares or Restricted Shares, each recipient thereof
shall, immediately upon receipt of a certificate or certificates representing
such shares, deposit such certificates together with stock powers and other
instructions of transfer as the Committee may require, appropriately endorsed in
blank, with the Company as Escrow Agent under an escrow agreement in such form
as shall be determined by the Committee.

SECTION V. MISCELLANEOUS PROVISIONS.

    (a)  Rights of Recipients of Awards.  The holder of Stock Appreciation
         ------------------------------   
Rights or any option granted under the Plan shall have no rights as a
stockholder of the Company with respect thereto unless and until certificates
for shares are issued. Except as otherwise provided herein, the holder of
Restricted Shares or Book Value Shares will be entitled to receive any dividends
on such shares in the same amount and at the same time as declared on shares of
Common Stock of the Company and shall be entitled to vote such shares as a
stockholder of record.

<PAGE>
 
    (b)  Assignment of Options and Stock Appreciation Rights.  No option or
         ---------------------------------------------------
Stock Appreciation Right or any rights or interests of the recipient therein
shall be assignable or transferable by such recipient except by will or the laws
of descent and distribution. During the lifetime of the recipient, such option
or Stock Appreciation Right shall be exercisable only by, or payable only to,
the recipient thereof.

    (c)  Terms and Price of Options.  Options to purchase Common Stock, Book
         --------------------------                                         
Value Shares or Restricted Shares hereunder shall be for a period established by
the Committee, but in no event may such options be exercisable (including
provisions, if any, for exercise in installments) more than ten years after the
date of its grant.  Furthermore, options hereunder shall be of three types: (i)
those exercisable only within sixty (60) days of grant, (ii) those exercisable
not earlier than one year after grant subject to the right of the Committee as
set forth in paragraph (a)(v) of Section III to provide terms pursuant to which
Stock Options shall become immediately exercisable in full upon a change in
control of the Company and (iii) those exercisable at any time after grant or at
a specified time after grant if granted in exchange for an option or options of
the same type for the same number of shares and such new option or options are
exercisable at dates no earlier than the exercise date of the options for which
they are exchanged.  No option to purchase shares shall be granted at a price
per share that is less than Fair Market Value on the date of granting, as
defined in Section V, subsection (j), or par value, whichever is greater.

    (d)  Further Agreements.  All Stock Options, Stock Appreciation Rights,
         ------------------                                                
Restricted Stock Awards and Book Value Awards granted under this Plan shall be
evidenced by agreements in such form and containing such terms and conditions
(not inconsistent with this Plan) as the Committee may require.

    (e)  Legal and Other Requirements.  No shares of Common Stock shall be
         ----------------------------
issued or transferred upon exercise of any award under the 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 Committee. The Committee may require that prior to
the issuance or transfer of Common Stock hereunder, the recipient thereof shall
enter into a written agreement to comply with any restrictions on subsequent
disposition that the Committee or the Company deem necessary or advisable under
any applicable law, regulation or official interpretation thereof. Certificates
of stock issued hereunder may be legended to reflect such restrictions.

    (f)  Withholding of Taxes.  Pursuant to applicable Federal, state, local or
         --------------------                                                  
foreign laws, the Company may be required to collect income or other taxes upon
the grant of certain awards or the exercise of an option or Stock Appreciation
Right by a Participant.  The Company may deduct from payments made under the
Plan, or require, as a condition to such award, or to the exercise of an option
or Stock Appreciation Right, that the recipient pay the Company, at such time as
the Committee or the Company determine, the amount of any taxes which the
Committee or the Company, in its discretion, determine is required to be
withheld.

<PAGE>
 
    (g)  Pledge of Shares.  Notwithstanding restrictions against disposition of
         ----------------                                                      
any award made pursuant to the Plan, the Committee, in its discretion, may
permit any shares acquired under the Plan to be pledged or otherwise encumbered
to secure borrowing by the recipient thereof solely for the purpose of obtaining
the acquisition price to be paid for such shares, provided, that the amount of
such borrowing may not exceed the acquisition price of such shares, and the
recipient must provide the Company with a copy of the documents executed in
connection with such borrowing.  Any borrowing made by the recipient of an award
pursuant to this paragraph (g) must permit the Company to repay the outstanding
indebtedness and reacquire the pledged shares in the event of a default by the
recipient under the borrowing documents.  Nothing in this paragraph (g) shall
require the Company to repay any indebtedness of a Participant or reacquire
shares pledged hereunder.

    (h)  Right to Awards.  No employee of the Company or other person shall have
         ---------------                                                        
any claim or right to be a Participant in this Plan or to be granted an award
hereunder.  Neither this Plan nor any action taken hereunder shall be construed
as giving any Participant any right to be retained in the employ of the Company.
Nothing contained hereunder shall be construed as giving any Participant or any
other person any equity or interest of any kind in any assets of the Company or
creating a trust of any kind or a fiduciary relationship of any kind between the
Company and any such person.  As to any claim for any unpaid amounts under the
Plan, any Participant or any other person having a claim for payments shall be
an unsecured creditor.

    (i)  Installments.  Any option granted hereunder may provide for its
         ------------
exercise in installments. The right to exercise any option having installment
provisions shall be cumulative, so that to the extent that any portion of an
installment is not exercised when exercisable, that portion of the installment
shall continue to be exercisable at any time thereafter until the expiration of
the term of such option.

    (j)  Fair Market Value.  The "Fair Market Value" of Common Stock shall be
         -----------------
the closing price of the Company's Common Stock on the American Stock Exchange
on the date for which Fair Market Value is to be determined, or if this method
results in an unreasonable calculation of the fair market value of the Common
Stock, then as the Committee may determine.

    (k)  Permanent Disability.  "Permanent Disability" shall have the meaning
         --------------------                                                
specified in Section 22(e)(3) of the Internal Revenue Code of 1986 (the "Code").

    (l)  Retirement.  "Retirement" shall mean an employee's ceasing to be
         ----------                                                      
employed by the Company after such employee has reached 65 years of age, or in
the discretion of the Committee, and on a case-by-case basis, such other age, as
the Committee determines in its discretion, such age being not less than 55
years of age.

    (m)  Change in Control.  A "Change in Control" shall mean:
         -----------------                                    

         (i)  there shall have been consummated (a) any consolidation or merger
    of the Company in which the Company is not the continuing or surviving
    entity or pursuant to 

<PAGE>
 
    which the Company's Common Stock is converted into cash, securities or other
    property, other than a merger of the Company in which the ownership by the
    Company's stockholders of the securities in the surviving entity is in the
    same proportion as the ownership by the Company's stockholders of the stock
    in the Company immediately prior to the merger or (b) any sale, lease,
    exchange or other transfer (in one transaction or a series of related
    transactions) of all or substantially all of the assets of the Company; or

         (ii)  the stockholders of the Company have approved any plan or
    proposal for the liquidation or dissolution of the Company; or

         (iii) any person (as that term is used in Sections 13(d) and 14(d)(2)
    of the Exchange Act) has become the beneficial owner (within the meaning of
    Rule 13d-3 promulgated under the Exchange Act) of 30% or more of the
    Company's outstanding Common Stock; or

         (iv)  that during any period of two consecutive years, individuals who,
    at the beginning of such period, constitute the entire Board of Directors
    shall cease, for any reason, to constitute a majority thereof, unless the
    election, or the nomination for election by the Company's stockholders, of
    each new director was approved by a vote of at least three-quarters of the
    directors then still in office who were directors at the beginning of the
    period.

    (n)  Indemnity.  Neither the Board of Directors nor the Committee, nor any
         ---------                                                            
members of either, nor any employees of the Company or any subsidiary, shall 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 Company hereby agrees to indemnify the members of the Board of
Directors, the members of the Committee, and the employees of the Company and
its subsidiaries with respect to 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.

    (o)  Incentive Stock Options.  The aggregate fair market value (determined
         -----------------------  
as of the time any incentive stock option, as that term is defined in Section
422 of the Code, is granted) of the Common Stock with respect to which incentive
stock options are exercisable for the first time by any employee during any
calendar year under all plans of the Company and its parent and subsidiary
corporations (as such terms are defined in Section 425 of the Code) shall not
exceed $100,000.

SECTION VI.  AMENDMENT AND TERMINATION; ADJUSTMENTS UPON CHANGES IN STOCK.

    The Board of Directors of the Company may at any time, and from time to
time, amend, suspend or terminate the Plan in whole or in part; provided,
however, that the Board of Directors may not materially increase the benefits
accruing to Participants under the Plan, increase the number of shares of Common
Stock reserved for purposes of the Plan, or materially 

<PAGE>
 
modify the requirements as to eligibility for participation in the Plan without
further approval by the affirmative vote of at least a majority of the holders
of the outstanding shares of Common Stock. Except as provided herein, no
amendment, suspension or termination of the Plan may affect the rights of a
Participant to whom an award has been granted without such Participant's
consent. If there shall be any change in the stock subject to the Plan or to any
option, Stock Appreciation Right, Book Value Award or Restricted Share Award
granted under the Plan, through merger, consolidation, reorganization,
recapitalization, stock dividend, stock split or other change in the corporate
structure, appropriate adjustments may be made by the Board of Directors of the
Company (or if the Company is not the surviving corporation in any such
transaction, the board of directors of the surviving corporation) in the
aggregate number and kind of shares subject to the Plan, and the number and kind
of shares and the price per share subject to outstanding options, Stock
Appreciation Rights, Book Value Awards or Restricted Share Awards.

SECTION VII.  SHARES OF STOCK SUBJECT TO THE PLAN.

    The number of shares of Common Stock, Book Value Shares or Restricted Shares
that may be the subject of awards under the Plan shall not exceed an aggregate
of 1,400,000 shares.  Shares to be delivered under the Plan may be either
authorized but unissued shares of Common Stock or treasury shares.  Any shares
subject to an option hereunder which for any reason expires unexercised, shares
reacquired by the Company because restrictions do not lapse, shares returned
because payment is made hereunder in stock of equivalent value rather than cash,
or Book Value Shares returned to the Company for repurchase shall, at such time,
no longer count towards the aggregate number of shares which may be subject to
awards hereunder, but shares subject to a Stock Option which are not delivered
as a result of the exercise of related Stock Appreciation Rights shall continue
to count towards the aggregate number of shares which may be so subject.

SECTION VIII.  EFFECTIVE DATE AND TERM OF THE PLAN.

    The effective date of the Plan is December 18, 1986 and awards under the
Plan may be made for a period of ten years commencing on such date.  The period
during which an option or other award may be exercised may extend beyond that
time as provided herein.

SECTION IX.  APPROVAL OF STOCKHOLDERS.

    The Plan is subject to the approval of the holders of a majority of the
shares of Common Stock of the Company present and voting (in person or by proxy)
at a meeting of stockholders within one year from the effective date of the
Plan.  Awards may be made hereunder prior to the date of, but subject to, such
approval.

SRL/ALPHA:CB1