10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 10-Q

_____________________

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended July 2, 2011

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from              to             

Commission File Number 0-22660

_____________________

TRIQUINT SEMICONDUCTOR, INC.

(Exact name of registrant as specified in its charter)

_____________________

Delaware	95-3654013
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

2300 N.E. Brookwood Parkway,

Hillsboro, Oregon 97124

(Address of principal executive offices) (Zip code)

(503) 615-9000

(Registrant’s telephone number, including area code)

_____________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes x    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes o    No x

As of August 2, 2011, there were 164,780,020shares of the Registrant’s Common Stock outstanding.

TRIQUINT SEMICONDUCTOR, INC.

INDEX

	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Income for the three and six months ended July 2, 2011 and July 3, 2010	1
	Condensed Consolidated Balance Sheets at July 2, 2011 and December 31, 2010	2
	Condensed Consolidated Statements of Cash Flows for the six months ended July 2, 2011 and July 3, 2010	3
	Notes to Condensed Consolidated Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	20
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	21
Item 6.	Exhibits	21

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

TRIQUINT SEMICONDUCTOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share data)

	Three Months Ended						Six Months Ended
	July 2, 2011			July 3, 2010			July 2, 2011			July 3, 2010
Revenues	$	228,785		$	207,478		$	453,108		$	388,316
Cost of goods sold	136,643			121,995			273,572			234,334
Gross profit	92,142			85,483			179,536			153,982
Operating expenses:
Research, development and engineering	37,955			32,640			74,431			63,419
Selling, general and administrative	25,386			24,791			50,615			48,285
Litigation expense	7,512			1,340			12,911			2,326
Total operating expenses	70,853			58,771			137,957			114,030
Income from operations	21,289			26,712			41,579			39,952
Other income (expense), net:
Interest income	106			112			210			223
Interest expense	(354		)	(167		)	(741		)	(371		)
Foreign currency gain (loss)	87			7			31			(209		)
Recovery of investment	356			—			507			—
Other, net	71			63			94			68
Total other income (expense), net	266			15			101			(289		)
Income before income tax	21,555			26,727			41,680			39,663
Income tax expense	4,990			4,268			12,676			3,495
Net income	$	16,565		$	22,459		$	29,004		$	36,168
Net income per common share:
Basic	$	0.10		$	0.14		$	0.18		$	0.23
Diluted	$	0.10		$	0.14		$	0.17		$	0.23
Common equivalent shares:
Basic	164,110			154,938			163,257			154,244
Diluted	173,518			161,562			173,222			160,507

The accompanying notes are an integral part of these financial statements.

1

TRIQUINT SEMICONDUCTOR, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share and per share data)

	July 2, 2011		December 31, 2010
ASSETS
Current assets:
Cash and cash equivalents	$	136,245	$	192,464
Investments in marketable securities	44,610		31,192
Accounts receivable, net	135,394		138,989
Inventories	137,358		101,457
Prepaid expenses	9,584		7,270
Deferred tax assets, net	34,895		42,327
Other current assets	34,869		32,772
Total current assets	532,955		546,471
Property, plant and equipment, net	419,807		352,188
Goodwill	3,376		3,376
Intangible assets, net	26,013		27,421
Deferred tax assets – noncurrent, net	30,618		32,655
Other noncurrent assets, net	25,193		15,991
Total assets	$	1,037,962	$	978,102
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	73,941	$	79,154
Accrued payroll	33,561		35,965
Other accrued liabilities	13,315		12,128
Total current liabilities	120,817		127,247
Long-term liabilities:
Long-term income tax liability	5,167		7,350
Other long-term liabilities	10,401		9,486
Total liabilities	136,385		144,083
Commitments and contingencies (Note 14)
Stockholders’ equity:
Preferred Stock, $0.001 par value, 5,000,000 shares authorized, no shares issued	—		—
Common stock, $0.001 par value, 600,000,000 shares authorized, 164,721,451 and 161,463,280 shares issued and outstanding at July 2, 2011 and December 31, 2010, respectively	165		161
Additional paid-in capital	661,509		622,958
Accumulated other comprehensive income	479		480
Retained earnings	239,424		210,420
Total stockholders’ equity	901,577		834,019
Total liabilities and stockholders’ equity	$	1,037,962	$	978,102

The accompanying notes are an integral part of these financial statements.

2

TRIQUINT SEMICONDUCTOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Six Months Ended
	July 2, 2011			July 3, 2010
Cash flows from operating activities:
Net income	$	29,004		$	36,168
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	31,029			26,607
Stock-based compensation charges	12,206			8,282
Change in deferred income taxes	9,469			—
Other	(852		)	270
Changes in assets and liabilities:
Accounts receivable, net	3,595			(32,878		)
Inventories	(35,146		)	(9,520		)
Other assets	(5,254		)	(5,766		)
Accounts payable and accrued expenses	(1,674		)	12,193
Net cash provided by operating activities	42,377			35,356
Cash flows from investing activities:
Purchase of available-for-sale investments	(21,812		)	(40,346		)
Maturity/sale of available-for-sale investments	8,394			33,510
Other	1,467			1,000
Capital expenditures	(112,541		)	(31,317		)
Net cash used in investing activities	(124,492		)	(37,153		)
Cash flows from financing activities:
Subscription/issuance of common stock, net	23,378			11,503
Excess tax benefit from stock-based compensation arrangements	2,518			4,648
Net cash provided by financing activities	25,896			16,151
Net (decrease) increase in cash and cash equivalents	(56,219		)	14,354
Cash and cash equivalents at beginning of period	192,464			103,579
Cash and cash equivalents at end of period	$	136,245		$	117,933
Supplemental disclosures:
Change in timing of payments related to capital expenditures	$	(16,020	)	$	10,420
Cash paid for income taxes	$	2,732		$	399

The accompanying notes are an integral part of these financial statements.

3

TRIQUINT SEMICONDUCTOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

1. Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). Certain reclassifications have been made to prior period balances in order to conform to the current period presentation. However, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed, or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In addition, the preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. For TriQuint Semiconductor, Inc. (the “Company”), the accounting estimates requiring management’s most difficult and subjective judgments include revenue recognition, the valuation of inventory, the accounting for income taxes and the accounting for stock-based compensation. In the opinion of management, the condensed consolidated financial statements include all material adjustments, consisting only of normal, recurring adjustments, necessary for the fair presentation of the results of the interim periods presented. These condensed consolidated financial statements should be read in conjunction with the audited financial statements of the Company as of and for the fiscal year ended December 31, 2010, included in the Company’s 2010 Annual Report on Form 10-K filed with the SEC on February 24, 2011.

2. Recent Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board ("FASB") issued an Accounting Standards Update ("ASU") with regard to the "Presentation of Comprehensive Income." The update is intended to increase the prominence of other comprehensive income in financial statements. The main provisions of the update provide that an entity that reports items of other comprehensive income has the option to present comprehensive income in either one or two consecutive financial statements. A single statement must present the components of net income and total net income, the components of other comprehensive income and total other comprehensive income, and a total for comprehensive income. In a two-statement approach, an entity must present the components of net income and total net income in the first statement. That statement must be immediately followed by a financial statement that presents the components of other comprehensive income, a total for other comprehensive income, and a total for comprehensive income. The option in current GAAP that permits the presentation of other comprehensive income in the statement of changes in equity has been eliminated. The amendments in this update will be applied retrospectively. The update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. While the Company is still evaluating the impact of this standard, the Company does not believe that its adoption will have a material effect on the Company's financial position, results of operations or cash flows. However, once adopted, the standard will change the presentation of the income statement.

3. Fair Value of Financial Instruments

The Company accounts for its assets utilizing a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs have created the following fair-value hierarchy:

• Level 1—Quoted prices for identical instruments in active markets;

• Level 2—Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

• Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

4

							Fair Value Measurements as of
	Carrying Amount		Total Fair Value				July 2, 2011
					Cash		Level 1		Level 2		Level 3
Measured on a recurring basis:
Assets:
Cash	$	19,214	$	19,214	$	19,214	$	—	$	—	$	—
Cash equivalents	117,031		117,031		—		82,434		34,597		—
Short-term—marketable securities	44,610		44,610		—		4,419		40,191		—
Non-qualified deferred compensation plan	3,677		3,677		—		3,677		—		—
Total	$	184,532	$	184,532	$	19,214	$	90,530	$	74,788	$	—
Liabilities:
Earnout payment liability	$	747	$	747	$	—	$	—	$	—	$	747
Non-qualified deferred compensation plan	3,677		3,677		—		3,677		—		—
Total	$	4,424	$	4,424	$	—	$	3,677	$	—	$	747
							Fair Value Measurements as of
	Carrying Amount		Total Fair Value				December 31, 2010
					Cash		Level 1		Level 2		Level 3
Measured on a recurring basis:
Assets:
Cash	$	72,422	$	72,422	$	72,422	$	—	$	—	$	—
Cash equivalents	120,042		120,042		—		120,042		—		—
Short-term—marketable securities	31,192		31,192		—		4,822		26,370		—
Non-qualified deferred compensation plan	2,971		2,971		—		2,971		—		—
Total	$	226,627	$	226,627	$	72,422	$	127,835	$	26,370	$	—
Liabilities:
Earnout payment liability	$	1,365	$	1,365	$	—	$	—	$	—	$	1,365
Non-qualified deferred compensation plan	2,971		2,971		—		2,971		—		—
Total	$	4,336	$	4,336	$	—	$	2,971	$	—	$	1,365

The instruments classified as Level 1 are measured at fair value using statement value and quoted market prices. The investments classified as Level 2 were valued using quoted prices for similar instruments in markets that are not active since identical instruments were not available. The Company determines the hierarchy levels at the end of each quarter.

The non-qualified deferred compensation plan provides eligible employees and members of the Board of Directors with the opportunity to defer a specified percentage of their cash compensation. The Company includes the asset deferred by the participants in the “Other noncurrent assets, net” line item of its consolidated balance sheet and the Company’s obligation to deliver the deferred compensation in the “Other long-term liabilities” line item on its consolidated balance sheet.

On July 2, 2011, the Company remeasured the fair value of the Level 3 earnout payment liability and revised its estimate that resulted in a reduction in the liability of $681. The change in estimate was recorded to selling, general and administrative expenses. The Company used an income based method to measure the fair value of this liability. The earnout payment liability resulted from the acquisition of TriAccess Technologies, Inc. ("TA") on September 3, 2009 and represents an obligation to pay up to $5,000 to the former TA shareholders over three years.

Ending earnout payment liability at December 31, 2010	$	1,365
Accretion	63
Change in estimate	(681		)
Ending earnout payment liability at July 2, 2011	$	747

5

4. Investments in Cash Equivalents and Marketable Securities

As of July 2, 2011 all short-term investments are classified as available-for-sale and have maturity dates of less than one year. All unrealized gains and losses on available-for-sale investments are included in other comprehensive income. The cost, net unrealized holding gains, net unrealized holding losses and fair value of available-for-sale investments by types and classes of security at July 2, 2011 consisted of the following:

At July 2, 2011	Cost		Net unrealized holding gains		Net unrealized holding losses		Fair Value
Available-for-sale-included in cash equivalents:
Corporate debt securities	$	34,597	$	—	$	—	$	34,597
Money market funds and other	82,434		—		—		82,434
Available-for-sale-included in short-term marketable securities:
Municipal notes	30,495		—		—		30,495
U.S. government-sponsored enterprise securities	8,420		—		—		8,420
U.S. treasury securities	4,057		2		—		4,059
Corporate debt securities	1,276		—		—		1,276
Certificates of deposit	360		—		—		360
	$	161,639	$	2	$	—	$	161,641

The cost, net unrealized holding gains, net unrealized holding losses and fair value of available-for-sale investments by types and classes of security at December 31, 2010 consisted of the following:

At December 31, 2010	Cost		Net unrealized holding gains		Net unrealized holding losses			Fair Value
Available-for-sale-included in cash equivalents:
U.S. treasury securities	$	5,500	$	—	$	—		$	5,500
Certificates of deposit	325		—		—			325
Money market funds and other	114,217		—		—			114,217
Available-for-sale-included in short-term marketable securities:
U.S. treasury securities	3,115		—		(2		)	3,113
U.S. government-sponsored enterprise securities	26,366		4		—			26,370
Certificate of deposits	1,709		—		—			1,709
	$	151,232	$	4	$	(2	)	$	151,234

The contractual maturities of investments as of July 2, 2011 and December 31, 2010 were all due or callable in one year or less.

Investments are considered to be impaired when a decline in fair value is judged to be other-than-temporary. The Company employs a methodology that reviews specific securities in evaluating potential impairment of its investments. In the event that the cost of an investment exceeds its fair value, the Company evaluates, among other factors, the Company’s intent and ability to hold the investment and extent to which the fair value is less than cost; the financial health of and business outlook for the issuer; and operational and financing cash flow factors. At July 2, 2011, all unrealized holding losses were considered to be temporary as the Company has the ability and intent to hold the investments until a recovery of fair value. During the three and six months ended July 2, 2011 the Company did not record any other-than-temporary impairments on its marketable securities.

6

5. Business Combinations

WJ Communications, Inc. (“WJ”)

As part of its acquisition of WJ, the Company committed to a restructuring plan to consolidate facilities in San Jose, California and China and to reduce certain redundant positions in the WJ operations as a result of the acquisition. All payments related to this restructuring were completed during the six months ended July 2, 2011.

The following table summarizes the charges taken as part of the restructuring plan during the six months ended July 2, 2011:

	Lease abandonment costs			Total
Balance at December 31, 2010	$	1,118		$	1,118
Payments	(1,118		)	(1,118		)
Balance at July 2, 2011	$	—		$	—

6. Net Income Per Share

Net income per share is presented as basic and diluted net income per share. Basic net income per share is net income available to common stockholders divided by the weighted-average number of common shares outstanding. Diluted net income per share is similar to basic net income per share, except that the denominator includes potential common shares that, had they been issued, would have had a dilutive effect.

The following is a reconciliation of the basic and diluted shares:

	Three Months Ended				Six Months Ended
	July 2, 2011		July 3, 2010		July 2, 2011		July 3, 2010
Net income (in thousands):	$	16,565	$	22,459	$	29,004	$	36,168
Shares for net income per share:
Weighted-average shares outstanding—Basic	164,110		154,938		163,257		154,244
Dilutive securities	9,408		6,624		9,965		6,263
Weighted-average shares outstanding—Diluted	173,518		161,562		173,222		160,507

The following options were excluded from the calculation as their effect would have been antidilutive (in thousands):

	Three Months Ended		Six Months Ended
	July 2, 2011	July 3, 2010	July 2, 2011	July 3, 2010
Antidilutive securities	5,663	16,196	3,524	14,457

7. Comprehensive Income

The components of other comprehensive income were as follows:

	Three Months Ended					Six Months Ended
	July 2, 2011			July 3, 2010		July 2, 2011			July 3, 2010
Net income	$	16,565		$	22,459	$	29,004		$	36,168
Other comprehensive (loss) gain:
Net unrealized (loss) gain on available for sale investments	(4		)	28		(1		)	(3		)
Comprehensive income	$	16,561		$	22,487	$	29,003		$	36,165

7

8. Inventories

Inventories, stated at the lower of cost or market, consisted of the following:

	July 2, 2011		December 31, 2010
Inventories:
Raw materials	$	30,717	$	23,668
Work-in-process	70,916		56,998
Finished goods	35,725		20,791
Total inventories	$	137,358	$	101,457

9. Property, Plant and Equipment

Property, plant and equipment for operations consisted of the following:

	July 2, 2011			December 31, 2010
Land	$	19,691		$	19,691
Buildings	92,935			92,769
Leasehold improvements	15,783			13,403
Machinery and equipment	484,969			446,805
Furniture and fixtures	6,203			6,120
Computer equipment and software	41,907			38,849
Assets in process	140,350			92,367
Total property, plant and equipment, gross	801,838			710,004
Accumulated depreciation	(382,031		)	(357,816		)
Total property, plant and equipment, net	$	419,807		$	352,188

The Company reported depreciation expense as follows:

	Three Months Ended				Six Months Ended
	July 2, 2011		July 3, 2010		July 2, 2011		July 3, 2010
Depreciation expense	$	14,277	$	11,984	$	28,021	$	23,629

10. Goodwill and Other Acquisition-Related Intangible Assets

The Company is required to perform an impairment analysis on its goodwill at least annually, or when events and circumstances warrant. Conditions that would trigger an impairment assessment, include, but are not limited to, a significant adverse change in legal factors or in the business climate that could affect the value of an asset or an adverse action or assessment by a regulator. The Company is considered one reporting unit. As a result, to determine whether or not goodwill may be impaired, the Company compares its book value to its market capitalization. If the trading price of the Company’s common stock as adjusted for factors such as a control premium, is below the book value per share at the date of the annual impairment test or if the average trading price of the Company’s common stock is below book value per share for a sustained period, a goodwill impairment test will be performed by comparing book value to estimated market value. If the comparison of book value to estimated market value indicates impairment, then the Company compares the implied fair value of goodwill to its carrying amount in a manner similar to a purchase price allocation for a business combination. If the carrying amount of goodwill exceeds its implied fair value, an impairment loss is recognized equal to that excess.

Unless indicators warrant testing at an earlier date, the Company performs its annual goodwill impairment test in the fourth quarter of each year. During the three and six months ended July 2, 2011, there were no impairments recorded or impairment indicators present.

8

Information regarding the Company’s acquisition-related intangible assets is as follows:

		As of July 2, 2011							December 31, 2010
	Useful Life (Years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Goodwill		$	3,376	$	—		$	3,376	$	3,376	$	—		$	3,376
Amortizing intangible assets
In process research and development	3-5	850		(153		)	697		600		(50		)	550
Patents, trademarks and other	2-15	49,653		(25,452		)	24,201		48,053		(22,547		)	25,506
		50,503		(25,605		)	24,898		48,653		(22,597		)	26,056
Non-amortizing intangible assets
In process research and development		1,115		—			1,115		1,365		—			1,365
Total goodwill and intangible assets		$	54,994	$	(25,605	)	$	29,389	$	53,394	$	(22,597	)	$	30,797

Amortization expense related to intangible assets is as follows:

	Three Months Ended				Six Months Ended
	July 2, 2011		July 3, 2010		July 2, 2011		July 3, 2010
Amortization expense	$	1,511	$	1,492	$	3,008	$	2,978

The changes in the gross carrying amount of goodwill and intangible assets are as follows:

	Goodwill and Intangible Assets
	Goodwill		In process research and development- non-amortizing			In process research and development- amortizing		Patents, trademarks and other		Total
Balance as of December 31, 2010	$	3,376	$	1,365		$	600	$	48,053	$	53,394
Additions (deductions) during the period	—		(250		)	250		1,600		1,600
Balance as of July 2, 2011	$	3,376	$	1,115		$	850	$	49,653	$	54,994

The Company’s patents, trademarks and other intangible assets are being amortized over a period of two to fifteen years. During the six months ended July 2, 2011 a product line that was included in non-amortizing in process research and development ("IPR&D") reached technological feasibility. As a result, the Company transferred $250 to amortizing IPR&D and began amortizing this amount over a period of 3 years. During the three and six months ended July 3, 2010, no other product line reached technological feasibility or was abandoned and written off. During the three months ended July 2, 2011, the Company purchased patents for $1,600 which will be amortized over a period of eleven years. The Company did not have a similar acquisition during the three and six months ended July 3, 2010.

9

11. Bank Line

On September 30, 2010, the Company, the domestic subsidiaries of the Company (the “Guarantors”), Bank of America, N.A., as administrative agent and lender, and Union Bank, N.A., Wells Fargo Bank, N.A., Bank of the West, BBVA Compass Bank and US Bank, as lenders (together with the administrative agent, the “Lenders”), entered into a Credit Agreement (the “Agreement”). The Agreement provides the Company with a three-year unsecured revolving syndicated credit facility of $200,000. The Company’s obligations under the Agreement are jointly and severally guaranteed by the Guarantors.

The Company may elect to borrow at either a Eurodollar Rate or a Base Rate (each as defined in the Agreement). Eurodollar Rate loans bear interest at an amount equal to the sum of a rate per annum calculated from the British Bankers Association London Interbank Offered Rate ("LIBOR") plus a designated percentage per annum (the “Applicable Rate”). The Applicable Rate for Eurodollar Rate loans is based on the Company’s consolidated total leverage ratio (as defined in the Agreement) and is subject to a floor of 2.50% per annum and a cap of 3.00% per annum. Base Rate loans bear interest at a rate equal to the higher of the federal funds rate plus 0.50%, the prime rate of the Lender plus the Applicable Rate or the Eurodollar Base Rate plus 1.0%. The Applicable Rate for Base Rate loans is subject to a floor of 1.50% per annum and a cap of 2.00% per annum. The interest payment date (as defined in the Agreement) will vary based on the type of loan but generally will be quarterly. The Company paid commitment fees, an arrangement fee and upfront fees pursuant to the terms of the Agreement. The Company will also pay a quarterly fee for any letters of credit issued under the Agreement.

The Agreement contains non-financial covenants of the Company and the Guarantors, including restrictions on the ability to create, incur or assume liens and other debt, make certain investments, dispositions and restricted payments, change the nature of the business, and merge with other entities subject to certain caps as defined in the agreement. The Agreement requires the Company to maintain ratios defined in the Agreement, which include a consolidated total leverage ratio as of the end of any fiscal quarter not in excess of 2.50 to 1.00, a consolidated liquidity ratio of at least 1.25 to 1.00 and a consolidated interest coverage ratio at a minimum of 3.00 to 1.00. The Company is in compliance with these covenants as of July 2, 2011.

Outstanding amounts are due in full on the maturity date of September 30, 2013, subject to a one-year extension at the Company’s option and with the Lenders' consent. Upon the occurrence of certain events of default specified in the Agreement, amounts due under the Agreement may be declared immediately due and payable.

At July 2, 2011 and December 31, 2010, there were no amounts outstanding under the Agreement. Since there were no amounts outstanding under the Agreement, no interest cost was incurred during the three and six months ended July 2, 2011.

12. Stock-Based Compensation

Stock-based compensation expense consists of vesting grants of employee and director stock options and the employee stock purchase program ("ESPP"). The table below summarizes the stock-based compensation expense for the three and six months ended July 2, 2011 and July 3, 2010:

	Three Months Ended				Six Months Ended
	July 2, 2011		July 3, 2010		July 2, 2011		July 3, 2010
Stock-based compensation expense:
Cost of goods sold	$	1,585	$	1,129	$	2,804	$	2,085
Research, development and engineering	2,275		1,722		4,062		3,122
Selling, general and administrative	3,441		1,779		5,340		3,075
Total stock-based compensation expense included in income from operations	$	7,301	$	4,630	$	12,206	$	8,282

Stock Option Plans

The following summarizes the Company’s stock option transactions for the six months ended July 2, 2011:

10

	Six months ended
	July 2, 2011
	Shares (in thousands)		Weighted- average exercise price per share
Outstanding at December 31, 2010	28,436		$	6.03
Granted	4,979		12.67
Exercised	(2,489	)	6.63
Forfeitures	(465	)	18.14
Outstanding at July 2, 2011	30,461		$	6.88

ESPP

Employees participating in the ESPP authorize the Company to withhold compensation and to use the withheld amounts to purchase shares of the Company's common stock at a discount.

The table below summarizes the ESPP common stock purchases for the three and six months ended July 2, 2011 and July 3, 2010.

	Three Months Ended		Six Months Ended
	July 2, 2011	July 3, 2010	July 2, 2011	July 3, 2010
Shares purchased (in thousands)	769	941	769	941

13. Income Taxes

The Company recorded tax expense of $4,990 and $12,676 for the three and six months ended July 2, 2011 and tax expense of $4,268 and $3,495 for the three and six months ended July 3, 2010. The tax expense for the three and six months ended July 2, 2011 and July 3, 2010 primarily resulted from United States ("U.S.") federal and state taxes.

No provision has been made for U.S., state or additional foreign income taxes related to approximately $108,700 of undistributed earnings of foreign subsidiaries which have been, or are intended to be permanently reinvested outside of the U.S. It is not practicable to determine the U.S. federal income tax liability, if any, which would be payable if such earnings were not permanently reinvested outside of the U.S. In the event the foreign subsidiaries repatriate these earnings, the earnings may be subject to U.S. federal and state income taxes.

Subject to meeting certain employment and investment requirements at its Costa Rican facility, the Company was granted a 100% income tax exemption through March 2017.

Deferred Income Taxes

As of July 2, 2011, deferred tax assets of $65,513, net of an $11,645 valuation allowance, were recorded on the balance sheet. As of December 31, 2010, the Company recorded deferred tax assets of $74,982, net of a valuation allowance of $11,391.

The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more-likely-than-not to be realized. Due to strong results and increased confidence that it will continue to generate taxable income into the foreseeable future, the Company released a majority of the valuation allowance on the deferred tax assets during 2010. The Company continues to maintain a valuation allowance against the tax effect of all capital loss carryforwards and certain state net operating loss carryforwards, as management does not believe it is more likely than not that these benefits will be realized in future periods.

Unrecognized Tax Benefits

In the six months ended July 2, 2011, net unrecognized tax benefits decreased $2,183 primarily as a result of the release of certain previously recorded tax liabilities due to the expiration of statute of limitations. The Company's additional

11

unrecognized tax benefits anticipated to be released due to the expiration of statute of limitations on or before December 31, 2011 total $4,984. Interest and penalties associated with unrecognized tax benefits are accrued and classified as a component of tax expense on the statement of income. No other changes to the unrecognized tax benefits are anticipated within the next twelve months.

Net unrecognized tax benefits at July 2, 2011 and December 31, 2010 were as follows:

	July 2, 2011		December 31, 2010
Net unrecognized tax benefits	$	5,167	$	7,350

14. Commitments and Contingencies

Legal Matters

On July 23, 2009, the Company filed a complaint in the United States District Court for the District of Arizona against Avago Technologies Limited, Avago Technologies U.S., and Avago Technologies Wireless IP (collectively, “Avago”). The Company’s complaint seeks a declaration that four Avago patents are invalid and that none of TriQuint products infringe upon them. The Company’s complaint also alleges that three Avago products infringe upon certain of TriQuint’s U.S. patents.

Avago filed an answer and counterclaims on September 17, 2009. Avago’s answer and counterclaims denies the Company’s patent infringement allegations, and alleges that certain of the Company’s products infringe upon ten of Avago’s U.S. patents and seeks unspecified damages and injunctive relief. In response to Avago’s answer and counterclaims, the Company filed an answer and counterclaims on October 16, 2009. The Company’s answer and counterclaims denies Avago’s patent infringement allegations, and alleges that Avago engaged in anticompetitive conduct in violation of U.S. antitrust laws, through its acquisition of the bulk acoustic wave (“BAW”) business of Infineon Technologies, Inc. (“Infineon”) and a series of acquisitions of BAW-related patents from Infineon and other companies, and through other anticompetitive conduct in the market. On March 5, 2010, Avago filed an amended answer and counterclaims asserting violation of the California Uniform Trade Secret Act and, per the court’s order, the Company simultaneously filed an amended complaint, answer and counter-claim. Avago’s trade secret allegations relate to Infineon information included in Avago’s acquisition of Infineon’s BAW division and TriQuint’s employment of two former Infineon employees. On April 5, 2010, the Company filed an answer to Avago’s amended answer and counterclaims, in which the Company denied Avago’s allegations regarding violation of the California Uniform Trade Secret Act. Following further motion practice, on August 4, 2010 TriQuint filed its First Amended complaint and on August 26, 2010 Avago filed its answer and counterclaims expanding its patent and trade secret claims to include copyright infringement. On September 16, 2010, TriQuint submitted its answer, in which the Company denied Avago’s allegations. On December 14, 2010, the Court held a claim construction hearing and on January 12, 2011, the Court issued its claim construction ruling. Fact discovery has closed in the case, but expert discovery is ongoing. The Court has not set a trial date for the case. At this time, the Company does not believe it is possible to estimate the outcome of the litigation.

12

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

You should read the following discussion and analysis in conjunction with our condensed consolidated financial statements and the related notes thereto included in this Report on Form 10-Q and with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. The discussion in this Report contains forward-looking statements, including statements regarding key advantages of our products and the benefits to our customers, participation in government programs and expansion of programs in the future, projected working capital and capital expenditures, potential investment needs, ongoing litigation, and other statements preceded by terminology such as “believes,” “continue,” “could,” “estimates,” “expects,” “goal,” “hope,” “intends,” “may,” “our future success depends,” “plans,” “potential,” “predicts,” “projects,” “reasonably,” “should,” “thinks,” “will” or the negative of these terms or other comparable terminology. These statements are only predictions. A number of factors affect our operating results and could cause our actual future results to differ materially from any forward-looking statements made below, including, those related to expected demand and growth in the wireless mobile devices, networks and defense & aerospace markets; factory utilization rates; our longer term strategies, including transitioning from a technology provider to a solutions supplier; changes in our critical accounting estimates; the reasonableness of our estimates; the ability to enter into defense & aerospace contracts; our ability to meet our revenue guidance and penetrate our market; expected operating expenses, gross margins and per share earnings; transactions affecting liquidity; expected capital expenditures; the outcome of ongoing litigation; and other factors and risks referenced in this Report on Form 10-Q and in Item 1A of Part II of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 entitled “Risk Factors.” In addition, historical information should not be considered an indicator of future performance.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we do not guarantee future results, levels of activity, performance or achievements. Moreover, we do not intend to update any of the forward-looking statements after the date of this Report on Form 10-Q to conform these statements to actual results. These forward-looking statements are made in reliance upon the safe harbor provision of The Private Securities Litigation Reform Act of 1995.

Overview

We are a supplier of high performance modules, components and foundry services for communications applications. We design, develop and manufacture advanced high-performance radio frequency ("RF") solutions with gallium arsenide ("GaAs"), gallium nitride ("GaN"), surface acoustic wave ("SAW") and bulk acoustic wave ("BAW") technologies for customers worldwide. We serve growing markets and a diverse customer base of manufacturers building connected mobile devices, third and fourth generation cellular wireless standards ("3G/4G") cellular base stations, triple-play cable solutions, fiber optic networks, wireless local area networks, worldwide interoperability for microwave access/long-term evolution, global positioning systems and defense & aerospace applications.

We provide our customers with high-performance, low-cost solutions for applications in the mobile device, networks, and defense & aerospace markets. Our mission is “Connecting the Digital World to the Global Network^®,” and we accomplish this through a diversified product portfolio within the communications and defense markets. In the mobile device market, we provide high performance devices such as integrated modules, duplexers, small signal components, power amplifiers, switches and RF filters. In the networks market, we are a supplier of an extensive portfolio of GaAs microwave monolithic integrated circuits and transistors and SAW and BAW filter components. We provide the defense & aerospace market with phased-array antenna and communications components. We have been a leader in GaN development since 1999.

Highlights for the Six Months Ended July 2, 2011

Wafer and semiconductor manufacturing facilities require a significant level of fixed cost due to investments in plant and equipment, labor costs, and repair and maintenance costs. During periods of high demand factories run at higher utilization rates resulting in improved financial performance. Strong growth in demand is driving increased capital expenditures for added capacity in our factories.

Revenue grew $64.8 million for the six months ended July 2, 2011 compared to the six months ended July 3, 2010.

Mobile devices comprise the largest of our three major markets. Mobile devices revenues for the six months ended July 2, 2011 increased 29% compared to the six months ended July 3, 2010. Growth in this market was driven primarily by the strong demand for smartphones. As a result of the demand for smartphones and the expansion of RF content required for 3G/4G

13

technology, revenues from 3G/4G mobile devices increased 51% in the six months ended July 2, 2011 compared to the six months ended July 3, 2010. During the six months ended July 2, 2011, we shifted capacity and focus from 2G products to 3G/4G. Consequently, revenues from 2G products declined 54%.

Networks revenue increased 1% for the six months ended July 2, 2011 compared to the six months ended July 3, 2010. Our networks products support the transfer of data at high rates across wireless or wired networks, specifically for transport, radio access, and emerging market applications. Transport includes submarkets such as cable television, microwave radio, point-to-point radio, enterprise and consumer satellite ground terminals, and optical communications. Radio access is composed primarily of base station infrastructure and repeaters. We also support a variety of emerging wireless markets and multi-market standard products included in the emerging markets category. We continue to see long-term strength in our transport market, especially in the optical market with some near-term softening in point-to-point radio as a result of some customers slowing order rates during the tsunami crisis.

Our defense & aerospace revenues decreased 17% for the six months ended July 2, 2011 compared to the six months ended July 3, 2010 due to the timing of programs. We are recognized for technology leadership in compound semiconductors, and BAW and SAW filters and successfully partnering with industry leaders to create next generation solutions. Currently, we are seeing less demand from some major contracts that are finishing, such as B2 bomber and F-22 but we are benefiting from positive cycles in airborne radar programs such as the Joint Strike Fighter. In the longer term we are shifting our strategy to emulate our successful module efforts in the commercial market. This involves transitioning from a technology provider to a solutions supplier by creating RF solutions in high performance, cost effective packages and modules. We also have a broad portfolio of contracted research and development sponsored predominately by Defense Advanced Research Projects Agency ("DARPA"), the Air Force Research Lab and the Office of Naval Research.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires us to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. The accounting policies set forth below involve critical accounting estimates because they are particularly dependent on estimates and assumptions made by management about matters that are highly uncertain at the time the accounting estimates are made. Although we have used our best estimates based on facts and circumstances available to us at the time, different estimates reasonably could have been used. Changes in the accounting estimates we use are reasonably likely to occur from time to time, which may have a material effect on the presentation of our financial condition and results of operations.

Our most critical accounting estimates include revenue recognition; valuation of inventory, which affects gross margin; accounting for income taxes, which affects our tax provision; and stock-based compensation, which affects cost of goods sold and operating expenses. We also have other policies that we consider to be key accounting policies, such as the valuation of accounts receivable, reserves for sales returns and allowances, and our reserves for commitments and contingencies; however, these policies either do not meet the definition of critical accounting estimates described above or are not currently material items in our financial statements. We review our estimates, judgments, and assumptions periodically and reflect the effects of revisions in the period in which they are deemed to be necessary. We believe that these estimates are reasonable; however, actual results could differ from these estimates.

There were no significant changes to our critical accounting policies in the three and six months ended July 2, 2011. Refer to our most recent Annual Report on Form 10-K for a complete description of these policies.

14

Results of Operations

The following table sets forth the results of our operations expressed as a percentage of revenues for the three and six months ended July 2, 2011 and July 3, 2010:

	Three Months Ended				Six Months Ended
	July 2, 2011		July 3, 2010		July 2, 2011		July 3, 2010
Revenues	100.0	%	100.0	%	100.0	%	100.0	%
Cost of goods sold	59.7		58.8		60.4		60.3
Gross profit	40.3		41.2		39.6		39.7
Operating expenses:
Research, development and engineering	16.6		15.7		16.4		16.3
Selling, general and administrative	11.1		12.0		11.2		12.5
Litigation expense	3.3		0.6		2.8		0.6
Total operating expenses	31.0		28.3		30.4		29.4
Income from operations	9.3		12.9		9.2		10.3
Other income (expense):
Interest income	0.1		0.1		0.1		0.1
Interest expense	(0.2	)	(0.1	)	(0.2	)	(0.1	)
Foreign currency gain (loss)	0.0		0.0		0.0		(0.1	)
Recovery of investment	0.2		—		0.1		—
Other, net	0.0		0.0		0.0		0.0
Total other income (expense), net	0.1		0.1		0.0		(0.1	)
Income before income tax	9.4		12.9		9.2		10.2
Income tax expense	2.2		2.1		2.8		0.9
Net income	7.2	%	10.8	%	6.4	%	9.3	%

Three Months Ended July 2, 2011 and July 3, 2010

Revenues from Operations

Our revenues increased $21.3 million, or 10%, for the three months ended July 2, 2011 compared to the three months ended July 3, 2010.

Our revenues by end market for the three months ended July 2, 2011 and July 3, 2010 were as follows:

(as a % of total revenues)	Three Months Ended
	July 2, 2011		July 3, 2010
Mobile Devices	70	%	65	%
Networks	20		23
Defense & Aerospace	10		12
Total	100	%	100	%

Mobile Devices

Revenues from our sales of mobile devices market products increased approximately 19% for the three months ended July 2, 2011 compared to the three months ended July 3, 2010. The revenue increase resulted primarily from a higher volume of sales of our 3G/4G products. For the three months ended July 2, 2011 compared to the three months ended July 3, 2010, revenues from sales of our 3G/4G and connectivity products increased approximately 42% and 39%, respectively, offset by a decrease in revenues from sales of our 2G products of approximately 76%. Sales of these products collectively accounted for the following percentages of total mobile device revenues:

15

(as a % of total mobile device revenues)	Three Months Ended
	July 2, 2011		July 3, 2010
3G/4G	73	%	61	%
2G	4		19
Connectivity	23		20
Total	100	%	100	%

Networks

Revenues from sales of our networks market products decreased approximately 3% for the three months ended July 2, 2011 compared to the three months ended July 3, 2010. For the three months ended July 2, 2011 compared to the three months ended July 3, 2010, revenues from sales of our transport products increased approximately 18%, offset by radio access and emerging markets products sales decreases of 12% and 30%, respectively. Sales of these products collectively accounted for the following percentages of total networks revenues:

(as a % of total networks revenues)	Three Months Ended
	July 2, 2011		July 3, 2010
Radio Access	34	%	37	%
Transport	51		42
Emerging Markets/Other	15		21
Total	100	%	100	%

Defense & Aerospace

Revenues from our defense & aerospace market products decreased approximately 11% for the three months ended July 2, 2011 compared to the three months ended July 3, 2010, due primarily to the timing of programs.

Significant Customers

For the three months ended July 2, 2011 and July 3, 2010, Foxconn Technology Group, accounted for 33% and 22% of our revenues, respectively. Note that some of our mobile device customers use multiple subcontractors for product assembly and test and some of our subcontractors have multiple customers. Therefore, revenues for our customers may not necessarily equal the business of a single mobile device manufacturer.

Gross Profit

Our gross profit as a percentage of revenues decreased to 40.3% for the three months ended July 2, 2011, from 41.2% for the three months ended July 3, 2010. The decrease in gross profit was primarily due to the mix of higher revenue of mobile device products, which have lower gross profits compared to our other end markets that have higher gross profits.

Operating expenses

Research, development and engineering

Our research, development and engineering expenses for the three months ended July 2, 2011 increased $5.3 million, or 16%, compared to the three months ended July 3, 2010. The increase was primarily due to headcount growth. An increased headcount led to a combination of higher labor costs and various spending on technical supplies and materials needed to support additional employees.

Selling, general and administrative

Selling, general and administrative expenses for the three months ended July 2, 2011 remained relatively flat with an increase of $0.6 million, or 2%, compared to the three months ended July 3, 2010.

Litigation expense

Litigation expense for the three months ended July 2, 2011 increased $6.2 million compared to the three months ended

16

July 3, 2010. The increase was primarily a result of our Avago litigation as detailed in Part II, Item 1 - Legal Proceedings.

Other income (expense), net

For the three months ended July 2, 2011, other income, net increased $0.3 million compared to the three months ended July 3, 2010. The increase was primarily due to the recovery of a previously impaired investment.

Income tax expense

For the three months ended July 2, 2011, we recorded income tax expense of $5.0 million, compared to income tax expense of $4.3 million for the three months ended July 3, 2010. Tax expense for the three months ended July 2, 2011 primarily resulted from United States ("U.S.") federal and state taxes, offset by a $2.2 million benefit from the recognition of uncertain tax positions. Tax expense for the three months ended July 3, 2010 was primarily attributable to U.S. federal and state taxes.

Six Months Ended July 2, 2011 and July 3, 2010

Revenues from Operations

Revenues increased $64.8 million, or 17%, for the six months ended July 2, 2011 compared to the six months ended July 3, 2010. Our revenues by end market for the six months ended July 2, 2011 and July 3, 2010 were as follows:

(as a % of total revenues)	Six Months Ended
	July 2, 2011		July 3, 2010
Mobile Devices	71	%	64	%
Networks	20		23
Defense & Aerospace	9		13
Total	100	%	100	%

Mobile Devices

Revenues from sales of our mobile devices market products increased approximately 29% for the six months ended July 2, 2011 compared to the six months ended July 3, 2010. The revenue increase resulted primarily from a higher volume of sales of our 3G/4G products. For the six months ended July 2, 2011 compared to the six months ended July 3, 2010, revenues from sales of our 3G/4G and connectivity products increased approximately 51% and 50%, respectively, offset by a decrease in and revenues from sales of our 2G products of approximately 54%. Sales of these products collectively accounted for the following percentages of total mobile device revenues:

(as a % of total mobile device revenues)	Six Months Ended
	July 2, 2011		July 3, 2010
3G/4G	71	%	60	%
2G	7		20
Connectivity	22		19
Total	100	%	100	%

Networks

Revenues from sales of our networks market products remained relatively flat overall with an approximately 1% increase for the six months ended July 2, 2011 compared to the six months ended July 3, 2010. Revenues from sales of our transport products increased 26%, which was offset by respective decreases in revenues from sales of our radio access and emerging markets products of 15% and 21%, respectively. Sales of these products collectively accounted for the following percentages of total networks revenues:

17

(as a % of total networks revenues)	Six Months Ended
	July 2, 2011		July 3, 2010
Radio Access	32	%	38	%
Transport	52		42
Emerging Markets/Other	16		20
Total	100	%	100	%

Defense & Aerospace

Revenues from sales of our defense & aerospace market products decreased approximately 17% for the six months ended July 2, 2011 compared to the six months ended July 3, 2010. The decrease in revenue was primarily the result of a 29% and 33% decreases in radar products and contract-based revenues, respectively, offset by a 98% increase in communication products revenues.

Significant Customers

For the six months ended July 2, 2011 and July 3, 2010, Foxconn Technology Group accounted for 33% and 22% of our revenues, respectively. Note that some of our mobile device customers use multiple subcontractors for product assembly and test and some of our subcontractors have multiple customers. Therefore, revenues for our customers may not necessarily equal the business of a single mobile device manufacturer.

Gross Profit

Our gross profit as a percentage of revenues remained relatively flat at 39.6% for the six months ended July 2, 2011 compared to 39.7% for the six months ended July 3, 2010.

Operating expenses

Research, development and engineering

Our research, development and engineering expenses for the six months ended July 2, 2011 increased $11.0 million, or 17%, compared to the six months ended July 3, 2010. The increase was primarily due to headcount growth. An increased headcount led to a combination of higher labor costs and other various spending on technical supplies and materials needed to support additional employees.

Selling, general and administrative

Selling, general and administrative expenses for the six months ended July 2, 2011 increased $2.3 million, or 5%, compared to the six months ended July 3, 2010. The increase was primarily a result of higher labor costs associated with headcount growth and related information technology spending to support the additional employees.

Litigation expense

Litigation expense for the six months ended July 2, 2011 increased $10.6 million compared to the six months ended July 3, 2010. The increase was primarily a result of our Avago litigation as detailed in Part II, Item 1 - Legal Proceedings.

Other income (expense), net

For the six months ended July 2, 2011, other income, net was $0.1 million compared to expense of $0.3 million for the six months ended July 3, 2010. The change from the prior year is primarily due to the recovery of a previously impaired investment in the six months ended July 2, 2011.

Income tax expense

During the six months ended July 2, 2011, income tax expense increased $9.2 million, compared to the six months ended July 3, 2010. Tax expense in both periods was primarily attributable to U.S. federal and state taxes. Tax expense in the six months ended July 2, 2011 was offset by a benefit of $2.2 million from the recognition of uncertain tax positions. For the six months ended July 3, 2010, tax expense was impacted by the "with-and-without" approach for excess share-based deductions recognized in the net operating loss, state taxes, and foreign subsidiaries tax liabilities offset by the release of certain liabilities due to the expiration of the statue of limitations.

.

18

Liquidity and Capital Resources

Liquidity

As of July 2, 2011, our cash, cash equivalents and short-term marketable securities decreased $42.8 million, or 19%, from December 31, 2010. Other related changes at July 2, 2011 compared to December 31, 2010 were:

• Our net accounts receivable balance decreased $3.6 million, or 3%. This decrease was primarily a result of a decrease in customer sales and shipments as compared to the fourth quarter of 2010, offset by an increase in our days sales outstanding to 54 days compared to 52 days as of December 31, 2010.

• Our inventory balance increased $35.9 million, or 35%. Inventory turns calculated using ending inventory dropped from 5.2 to 3.9 as safety stock was replenished.

• Our net property, plant and equipment increased $67.6 million, or 19%. The change in property, plant, and equipment was primarily a result of capital expenditures of $96.5 million, which excludes the timing effects of payments of capital expenditures in prepaid expenses and accounts payable of $16.0 million. This amount was partially offset by depreciation of $28.0 million. The capital expenditures made were primarily for capacity expansion and equipment to support new products and technologies.

• Our deferred tax assets decreased $9.5 million. Of the total deferred tax assets of $65.5 million as of July 2, 2011, $34.9 million was classified as current and $30.6 million was classified as noncurrent. The decrease during the first half of the year was related to the usage of net operating loss carryforwards during 2011.

• Our accounts payable and accrued expenses decreased $6.4 million, or 5%. The decrease was a result of a reduction in variable compensation and timing effect for payments of capital expenditures detailed above.

Sources of Liquidity

Our current cash, cash equivalents and short-term investments balances, together with cash anticipated to be generated from operations and the balance available on our $200.0 million syndicated credit facility, constitute our principal sources of liquidity. We believe these sources will satisfy our projected expenditures through the next 12 months. The principal risks to these sources of liquidity are lower than expected earnings or capital expenditures in excess of our expectations, in which case we may be required to finance any shortfall through additional equity offerings, debt financings or credit facilities.

There have been no material changes in the disclosure related to our contractual obligations contained in our Annual Report on Form 10-K for the year ended December 31, 2010.

Recent Accounting Pronouncements

See Note 2 of the Notes to Condensed Consolidated Financial Statements for a discussion of recent accounting pronouncements.

Off Balance Sheet Arrangements

As of July 2, 2011, we did not have any off balance sheet arrangements, as defined in Regulation S-K Item 303 (a)(4). We did not have any relationships with unconsolidated entities or financial partnerships such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our investments in cash equivalents are classified as available-for-sale securities and consist of highly rated, short-term investments, such as money market funds, in accordance with an investment policy approved by our board of directors. All of these investments are held at fair value. We do not hold or issue derivatives, derivative commodity instruments or other financial instruments for speculative trading purposes. The following table shows the fair value of our investments as of July 2, 2011 (in millions):

19

	Cost		Fair Value
Cash and cash equivalents (including unrealized gain of less than $0.1)	$	136.2	$	136.2
Short-term available-for-sale investments (including net unrealized gains of less than $0.1)	$	44.6	$	44.6

Foreign Currency Risk

We are exposed to currency exchange rate fluctuations because we sell our products internationally and have operations in Costa Rica and Germany. We manage the foreign currency risk of our international sales, purchases of raw materials and equipment by denominating most transactions in U.S. dollars.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures. We conducted an evaluation (pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”)), under the supervision and with the participation of management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. These disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Our disclosure controls and procedures include controls and procedures designed to ensure that this information is accumulated and communicated to management, including the principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q.

Changes in internal control over financial reporting. There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

On July 23, 2009, we filed a complaint in the United States District Court for the District of Arizona against Avago Technologies Limited, Avago Technologies U.S., and Avago Technologies Wireless IP (collectively, “Avago”) seeking a declaratory judgment that four U.S. patents owned by Avago, which Avago had asserted in letters to our customers were infringed by our products, are not infringed upon by any of our products and are invalid. Our complaint further alleged that certain Avago products infringe upon our U.S. Patent Nos. 6,114,635, 5,231,327 and 5,894,647.

Avago filed an answer and counterclaims on September 17, 2009 denying the patent infringement allegations made by us in our complaint, and asserting that our products infringed upon ten of Avago’s U.S. patents. The patents asserted by Avago are: 6,262,637, 6,377,137, 6,841,922, 6,864,619, 6,909,340, 6,933,807, 7,268,436, 7,365,619, 6,051,907 and 6,812,619. Avago’s counterclaim asserts that our alleged infringement is willful and seeks unspecified compensatory and enhanced damages and injunctive relief. On October 16, 2009, we filed an answer and counterclaims denying Avago’s patent infringement allegations, and asserting antitrust claims under Section 7 of the Clayton Act and Section 2 of the Sherman Act. As stated in the counterclaim, the antitrust claims relate to Avago’s anticompetitive conduct through its acquisition of the BAW business of Infineon Technologies, Inc. (“Infineon”) and a series of acquisitions of BAW-related patents from Infineon and other companies, and through other anticompetitive conduct in the market. On March 5, 2010, Avago filed an amended answer and counterclaims asserting violation of the California Uniform Trade Secret Act and, per the court’s order, we simultaneously filed an amended complaint, answer and counter-claim. Avago’s trade secret allegations relate to Infineon information included in Avago’s acquisition of Infineon’s BAW division and our employment of two former Infineon employees. On April 5, 2010, we filed an answer to Avago’s amended answer and counterclaims, in which we denied Avago’s allegations regarding violation of the California Uniform Trade Secret Act. Following further motion practice, on August 4, 2010, we filed our First Amended Complaint and on August 26, 2010 Avago filed its answer and counterclaims expanding its patent and trade secret claims to include copyright infringement. On September 16, 2010, we submitted our answer, in which we denied Avago’s allegations. On December 14, 2010, the Court held a claim construction hearing and on January 12, 2011, the Court issued its claim construction ruling. Fact discovery has closed in the case, but expert discovery is ongoing. The Court has not set a trial date for the case. At this time, the Company does not believe it is possible to estimate the outcome of the litigation.

20

Item 1A. Risk Factors

There have been no material changes to our market risk exposures from the risk factors previously disclosed in our 2010 Annual Report on Form 10-K for the year ended December 31, 2010. For a discussion on our exposure to market risk, refer to Item 1A, Risk Factors, contained in our 2010 Annual Report on Form 10-K as filed with the SEC on February 24, 2011.

Item 6. Exhibits

10.1*	Automatic Stock Option Grant Program for Eligible Directors Under the TriQuint Semiconductor Corporation 2009 Incentive Plan, as amended
10.2*	2008 Inducement Award Program, as amended
10.3*	TriQuint Semiconductor, Inc. 2009 Incentive Plan (incorporated by reference to the Registrant's Definitive Proxy Statement on Schedule 14A for the 2009 Annual Meeting of Stockholders filed on March 26, 2009 (File No. 000-22660)), as amended (incorporated by reference to the Registrant's Definitive Proxy Statement on Schedule 14A for the 2011 Annual Meeting of Stockholders filed on April 1, 2011).
10.4*	Form of Option Grant Notice and Stock Option Agreement under the TriQuint Semiconductor Corporation 2009 Incentive Plan, as amended
10.5*	2007 Employee Stock Purchase Plan, as amended
31.1	Certification of Chief Executive Officer pursuant to Rule 13a—14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a—14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Label Linkbase Document.
* Management contract or compensatory plan

21

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TRIQUINT SEMICONDUCTOR, INC.
Dated: August 4, 2011	By:	/s/    RALPH G. QUINSEY
		Ralph G. Quinsey President and Chief Executive Officer
Dated: August 4, 2011	By:	/s/    STEVE BUHALY
		Steve Buhaly
		Vice President of Finance, Secretary and Chief Financial Officer

22

INDEX TO EXHIBITS

Exhibit Number	Description of Exhibit
10.1*	Automatic Stock Option Grant Program for Eligible Directors Under the TriQuint Semiconductor Corporation 2009 Incentive Plan, as amended
10.2*	2008 Inducement Award Program, as amended
10.3*	TriQuint Semiconductor, Inc. 2009 Incentive Plan (incorporated by reference to the Registrant's Definitive Proxy Statement on Schedule 14A for the 2009 Annual Meeting of Stockholders filed on March 26, 2009 (File No. 000-22660)), as amended (incorporated by reference to the Registrant's Definitive Proxy Statement on Schedule 14A for the 2011 Annual Meeting of Stockholders filed on April 1, 2011).
10.4*	Form of Option Grant Notice and Stock Option Agreement under the TriQuint Semiconductor Corporation 2009 Incentive Plan, as amended
10.5*	2007 Employee Stock Purchase Plan, as amended
31.1	Certification of Chief Executive Officer pursuant to Rule 13a—14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a—14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Label Linkbase Document.
* Management contract or compensatory plan

23

EX-10.1

AUTOMATIC STOCK OPTION GRANT PROGRAM

FOR

ELIGIBLE DIRECTORS UNDER THE

TRIQUINT SEMICONDUCTOR, INC. 2009 INCENTIVE PLAN

The following provisions set forth the terms of the Automatic Stock Option Grant Program (the "Program") for eligible directors of TriQuint Semiconductor, Inc. (the "Company") under the Company's 2009 Incentive Plan (the "Plan"). In the event of any inconsistency between the terms contained herein and in the Plan, the Plan shall govern. All capitalized terms that are not defined herein have the meanings set forth in the Plan.

SECTION 1. ELIGIBILITY

Each member of the Board of Directors of the Company elected or appointed to the Board who is not otherwise an employee or officer of the Company or any Related Company (an "Eligible Director") shall be eligible to receive the grant of Options set forth in the Program, subject to the terms of the Program.

SECTION 2. OPTION GRANTS

2.1Option Grant Types and Timing of Grants

(a)Initial Option Grants. Upon an Eligible Director's initial election or appointment to the Board as an Eligible Director, he or she shall automatically be granted a Nonqualified Stock Option to purchase a number of shares of Common Stock equal to the number of shares that would be subject to a nonqualified stock option with a fair value of $200,000 (calculated using the Fair Market Value of the Company's common stock on the day before the Grant Date and the Company's standard stock option valuation methodology for stock options granted to a member of the Board of Directors for financial accounting purposes), with any fractional share rounded to the nearest whole share (the "Initial Option Grant"); provided, however, that a director who is also an employee of the Company or a Related Company but who subsequently ceases such employment status but remains a director shall not be eligible for an Initial Option Grant.

(b)Annual Option Grants

(i)Immediately after the 2010 Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, each Eligible Director, other than an Eligible Director who acts as the Chairman of the Board, who was an Eligible Director from the date of the previous Annual Meeting of Stockholders through the date of the current Annual Meeting of Stockholders shall automatically be granted a Nonqualified Stock Option to purchase a number of shares of Common Stock equal to the number of shares that would be subject to a nonqualified stock option with a fair value of $100,000 (calculated using the Fair Market Value of the Company's common stock on the day before the Grant Date and the Company's standard stock option valuation methodology for stock options granted to a member of the Board of Directors for financial accounting purposes), with any fractional share rounded to the nearest whole share (the "Annual Option Grant").

(ii)Any individual, other than an Eligible Director who acts as the Chairman of the Board, who initially becomes an Eligible Director at any time other than the date of the Annual Meeting of Stockholders shall automatically be granted a pro-rated Annual Option Grant to purchase that number of shares of Common Stock obtained by multiplying the number of shares of Common Stock subject to the Annual Option Grant determined as set forth in subsection (i) above by a fraction, the numerator of which

is the difference obtained by subtracting from twelve the number of whole calendar months that elapse from the date such person first becomes an Eligible Director through the date of the Annual Meeting of Stockholders immediately following the date he or she first becomes an Eligible Director and the denominator of which is twelve.

(c)Annual Chairman Grants.

(i)Immediately after the 2010 Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, each Eligible Director who acts as the Chairman of the Board shall automatically be granted a Nonqualified Stock Option to purchase a number of shares of Common Stock equal to the number of shares that would be subject to a nonqualified stock option with a fair value of $115,000 (calculated using the Fair Market Value of the Company's common stock on the day before the Grant Date and the Company's standard stock option valuation methodology for stock options granted to a member of the Board of Directors for financial accounting purposes), with any fractional share rounded to the nearest whole share, if immediately after such meeting, the Eligible Director continues to serve as the Chairman of the Board (the "Annual Chairman Grant").

(ii)Any Eligible Director who acts as the Chairman of the Board, who initially becomes an Eligible Director at any time other than the date of the Annual Meeting of Stockholders shall automatically be granted a pro-rated Annual Chairman Grant to purchase that number of shares of Common Stock obtained by multiplying the number of shares of Common Stock subject to the Annual Chairman Grant determined as set forth in subsection (i) above by a fraction, the numerator of which is the difference obtained by subtracting from twelve the number of whole calendar months that elapse from the date such person first becomes an Eligible Director through the date of the Annual Meeting of Stockholders immediately following the date he or she first becomes an Eligible Director and the denominator of which is twelve.

2.2Exercise Price of Options

Options shall be granted under the Program with a per share exercise price equal to 100% of the Fair Market Value of the Common Stock on the Grant Date.

2.3Option Vesting

(a)Initial Option Grants.Each Initial Option Grant shall each vest and become exercisable with respect to 28% of the Option one year after the Grant Date and as to an additional 2% of the Option each calendar month thereafter so that the Option is fully vested and exercisable four years after the Grant Date, subject to the Participant remaining a director through each applicable vesting date.

(b)Annual Option Grants and Annual Chairman Grants. Each Annual Option Grant and Annual Chairman Grant shall vest and become exercisable with respect to 25% of the Option six months after the Grant Date and as to an additional 12.5% of the Option each calendar quarter thereafter so that the Option is fully vested and exercisable two years after the Grant Date, subject to the Participant remaining a director through each applicable vesting date.

(c)Accelerated Vesting Upon Termination of Service. In addition, in the event that, before an Option granted to an Eligible Director under the Program has become fully vested and exercisable as set forth in Sections 2.3(a) and (b) above, (i) the Participant ceases to serve as a member of the Board of Directors of the Company or a Related Company and (ii) such Termination of Service does not occur pursuant to Participant's voluntary resignation without the consent of a majority of the applicable Board of

Directors then in office, then each such Option will become fully vested and exercisable effective on the date of such Termination of Service.

2.4Term of Options

Initial Option Grants, Annual Option Grants and Annual Chairman Grants shall have an Option Expiration Date of ten years from the Grant Date, subject to earlier termination as follows:

(a)General Rule.In the event of a Participant's Termination of Service for any reason other than Disability, Retirement or death, the unvested portion of each Option granted to the Eligible Director under the Program for which the vesting and exercisability has not been accelerated as provided by Section 2.3(c) above shall terminate immediately, and the vested portion of each Option may be exercised by the Participant only until the earlier of (i) 90 days after the date of such Termination of Service and (ii) the Option Expiration Date.

(b)Disability or Retirement. In the event of a Participant's Termination of Service due to Disability or Retirement, the unvested portion of each Option granted to the Eligible Director under the Program for which the vesting and exercisability has not been accelerated as provided by Section 2.3(c) above shall terminate immediately, and the vested portion of each Option may be exercised by the Participant until the Option Expiration Date.

(c)Death.In the event of a Participant's Termination of Service due to death, the unvested portion of each Option granted to the Eligible Director under the Program for which the vesting and exercisability has not been accelerated as provided by Section 2.3(c) above shall terminate immediately and the vested portion of each Option must be exercised on or before the earlier of (i) one year after the date of such termination and (ii) the Option Expiration Date. If a Participant dies after a Termination of Service without Cause but while the Option is still exercisable, the vested portion of the Option may be exercised until the earlier of (x) one year after the date of death and (y) the Option Expiration Date.

"Retirement," for purposes of the Program, means a Participant's Termination of Service when any of the following are true: (i) the Participant is at least 55 years old and has completed at least seven years of service to the Company or a Related Company, including as an employee, consultant or director, (ii) the Participant is at least 63 years old or (iii) the Participant's age when added to the number of years of service to the Company or a Related Company, including as an employee, consultant or director, equals or exceeds 70.

2.5Payment of Exercise Price

Options granted under the Program shall be exercised by giving notice to the Company (or a brokerage firm designated or approved by the Company) in such form as required by the Company, stating the number of shares of Common Stock with respect to which the Option is being exercised, accompanied by payment in full for such Common Stock, which payment may be, to the extent permitted by applicable laws and regulations, in whole or in part:

(a) in cash or by check or wire transfer;

(b) by having the Company withhold shares of Common Stock that would otherwise be issued on exercise of the Option that have an aggregate Fair Market Value equal to the aggregate exercise price of the shares being purchased under the Option;

(c) by tendering (either actually or by attestation) shares of Common Stock owned by the Participant that

have an aggregate Fair Market Value equal to the aggregate exercise price of the shares being purchased under the Option; or

(d) if and so long as the Common Stock is registered under the Exchange Act, by delivery of a properly executed exercise notice, together with irrevocable instructions to a broker, to promptly deliver to the Company the amount of proceeds to pay the exercise price, all in accordance with the regulations of the Federal Reserve Board.

SECTION 3. CHANGE IN CONTROL

In the event of a Change in Control, all Options granted under the Program shall become fully vested and exercisable immediately prior to the Change in Control and shall terminate at the effective time of the Change in Control if not exercised prior to such time.

SECTION 4. AMENDMENT, SUSPENSION OR TERMINATION

The Board may amend, suspend or terminate the Program or any portion of it at any time and in such respects as it deems advisable. Except as provided in the Plan, any such amendment, suspension or termination shall not, without the consent of the Participant, impair or diminish any rights of a Participant under an outstanding Option.

SECTION 5. EFFECTIVE DATE

The Program shall become effective on the Effective Date of the Plan, and any amendment to this Program shall become effective on the date specified by the Board. Provisions of the Plan (including any amendments) that are not discussed above, to the extent applicable to Eligible Directors, shall continue to govern the terms and conditions of Options granted to Eligible Directors.

"Termination of Service" means a termination of employment or service relationship with the Company or a Related Company for any reason, whether voluntary or involuntary, including by reason of death, Disability or Retirement. Any question as to whether and when there has been a Termination of Service for the purposes of an Award and the cause of such Termination of Service shall be determined by the Company's chief human resources officer or other person performing that function or, with respect to directors and executive officers, by the Compensation Committee, whose determination shall be conclusive and binding. Transfer of a Participant's employment or service relationship between the Company and any Related Company shall not be considered a Termination of Service for purposes of an Award. Unless the Compensation Committee determines otherwise, a Termination of Service shall be deemed to occur if the Participant's employment or service relationship is with an entity that has ceased to be a Related Company. A Participant's change in status from an employee of the Company or a Related Company to a nonemployee director, consultant, advisor, or independent contractor of the Company or a Related Company or a change in status from a nonemployee director, consultant, advisor or independent contractor of the Company or a Related Company to an employee of the Company or a Related Company, shall not be considered a Termination of Service.

EX-10.2

TRIQUINT SEMICONDUCTOR, INC.

2008 INDUCEMENT AWARD PROGRAM

1.Purposes of the Program. The purposes of this 2008 Inducement Award Program are to attract the best available personnel for positions of substantial responsibility and to promote the success of the Company's business.

The Program permits the grant of Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights and other stock or cash awards at the discretion of the Administrator and as reflected in the terms of the Award Agreement.

2.Definitions. As used herein, the following definitions shall apply:

(a)"Administrator" shall mean the Board or any of its Committees as shall be administering the Program, in accordance with Section 4 of the Program.

(b)"Applicable Laws" means the requirements relating to the administration of equity plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Program.

(c)"Award" means, individually or collectively, a grant under the Program of Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights and other stock or cash awards as the Administrator may determine.

(d)"Award Agreement" means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Program including an Option Agreement. The Award Agreement is subject to the terms and conditions of the Program.

(e)"Board" shall mean the Board of Directors of the Company.

(f)"Code" shall mean the Internal Revenue Code of 1986, as amended.

(g)"Committee" shall mean a Committee appointed by the Board of Directors in accordance with Section 4 of the Program.

(h)"Common Stock" shall mean the Common Stock of the Company.

(i)"Company" shall mean TriQuint Semiconductor, Inc., a Delaware corporation.

(j)"Continuous Status as an Employee" shall mean the absence of any interruption or termination of service as an Employee. Continuous Status as an Employee shall not be considered interrupted in the case of sick leave, military leave, or any other leave of absence approved by the Administrator.

(k)"Director" shall mean a member of the Board.

(l)"Employee" shall mean any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. The payment of a Director's fee by the Company shall not be sufficient to constitute "employment" by the Company.

(m)"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

(n)"Nonstatutory Stock Option" means an Option that by its terms does not qualify or is not intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

(o)"Officer" shall mean a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

(p)"Option" shall mean a stock option granted pursuant to the Program.

(q)"Option Agreement" means a written or electronic agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Program.

(r)"Optioned Stock" shall mean the Common Stock subject to an Award.

(s)"Optionee" shall mean an Employee who holds an outstanding Option.

(t)"Parent" shall mean a "parent corporation", whether now or hereafter existing, as defined in Section 424(e) of the Code.

(u)"Participant" means the holder of an outstanding Award including an Optionee.

(v)"Period of Restriction" means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.

(w)"Program" shall mean this 2008 Incentive Program.

(x)"Restricted Stock" means Shares issued pursuant to a Restricted Stock award under the Program, or issued pursuant to the early exercise of an Option.

(y)"Restricted Stock Unit" means a bookkeeping entry representing an amount equal to the fair market value of one Share, granted pursuant to Section 9. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.

(z)"Retirement" shall mean the termination of a Participant's Continuous Status as an Employee when any of the following are true: (i) the Participant is at least fifty-five (55) years old and he or she has completed at least seven (7) years of service as an Employee, (ii) the Participant is at least sixty-three (63) years old, or (iii) the Participant's age when added to the number of years of service as an Employee equals or exceeds seventy (70).

(aa)"Rule 16b-3" shall mean Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Program.

(ab)"Share" shall mean a share of the Common Stock, as adjusted in accordance with Section 12 of the Program.

(ac)"Stock Appreciation Right" means an Award, granted alone or in connection with an Option, that pursuant to Section 10 is designated as a Stock Appreciation Right.

(ad)"Subsidiary" shall mean a "subsidiary corporation", whether now or hereafter existing, as defined in Section 424(f) of the Code.

3.Stock Subject to the Program.

(a)Stock Subject to the Program. Subject to the provisions of Section 12 of the Program, the maximum aggregate number of shares under the Program is 1,800,000 shares of Common Stock. The Shares may be authorized, but unissued, or reacquired Common Stock.

(b)Full Value Awards. Any Shares subject to Awards of Restricted Stock, Restricted Stock Units and Stock Appreciation Rights, will be counted against the numerical limits of this Section 3 as two (2) Shares for every one (1) Share subject thereto. Further, if Shares acquired pursuant to any such Award are forfeited or repurchased by the Company and would otherwise return to the Program pursuant to Section 3(c), two (2) times the number of Shares so forfeited or repurchased will return to the Program and will again become available for issuance.

(c)Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, or, with respect to Restricted Stock or Restricted Stock Units is forfeited to or repurchased by the Company, the unpurchased Shares (or for Awards other than Options and Stock Appreciation Rights, the forfeited or repurchased shares) that were subject thereto will become available for future grant or sale under the Program (unless the Program has terminated). With respect to Stock Appreciation Rights, only Shares actually issued pursuant to a Stock Appreciation Right will cease to be available under the Program; all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under the Program (unless the Program has terminated). However, Shares that have actually been issued under the Program under any Award will not be returned to the Program and will not become available for future distribution under the Program; provided, however, that if unvested Shares of Restricted Stock or Restricted Stock Units

are repurchased by the Company or are forfeited to the Company, such Shares will become available for future grant under the Program. Shares used to pay the tax and exercise price of an Award will become available for future grant or sale under the Program. To the extent an Award under the Program is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Program.

4.Administration of the Program.

(a)Procedure.

(i)Multiple Administrative Bodies. The Program may be administered by different Committees with respect to different groups of Employees.

(ii)Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3.

(iii)Other Administration. Other than as provided above, the Program shall be administered by (A) the Board or (B) a Committee, which committee shall be constituted to satisfy Applicable Laws.

(b)Power of the Administrator. Subject to the provisions of the Program, the Administrator shall have the authority, in its discretion: (i) to determine the terms and conditions of any Award granted hereunder (which need not be identical) consistent with the terms of the Program; (ii) to approve forms of agreement for use under the Program; (iii) to determine, upon review of relevant information and in accordance with Section 7(b)(ii) of the Program, the fair market value of the Common Stock; (iv) to determine the exercise price per share of Options and Stock Appreciation Rights to be granted, which exercise price shall be determined in accordance with Sections 7 and 10 of the Program; (v) to select the Employees to whom Awards may be granted hereunder; (vi) to interpret the Program; (vii) to prescribe, amend and rescind rules and regulations relating to the Program; (viii) to modify or amend each Award with the consent of the holder thereof; (ix) to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Award previously granted by the Administrator; (x) to allow Participants to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Award that number of Shares having a fair market value equal to the minimum amount required to be withheld; (xi) to grant in addition to the incentives described in Sections 7, 8, 9 and 10 below, other incentives payable in cash or Shares under the Program as determined by the Administrator to be in the best interests of the Company and subject to any terms and conditions the Administrator deems advisable; and (xii) to make all other determinations deemed necessary or advisable for the administration of the Program.

(c)Effect of Administrator's Decision. All decisions, determinations and interpretations of the Administrator shall be final and binding on all Participants and any other holders of any Awards granted under the Program.

5.Eligibility. Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights and such other cash or stock awards as the Administrator determines may be granted to Employees.

6.Limitations.

(a)Exercise Price; Repricing. No Awards of Options or Stock Appreciation Rights may be granted with an exercise price or purchase price that is less than 100% of the fair market value per share on the date of grant. The Administrator may not modify or amend an Option or Stock Appreciation Right to reduce the exercise price of such Option or Stock Appreciation Right after it has been granted (except for adjustments made pursuant to Section 12) nor may the Administrator cancel any outstanding Option or Stock Appreciation Right and immediately replace it with a new Option or Stock Appreciation Right with a lower exercise price, unless, in either case, such action is approved by the Company's stockholders.

(b)Nonstatutory Stock Options. The term of each Nonstatutory Stock Option shall be ten (10) years and one (1) day from the date of grant thereof or such shorter term as may be provided by the Administrator.

(c)Reload Awards. The Administrator will not be permitted to grant an Option with a "reload" feature whereby a Participant who exercises an Option with Shares is immediately and automatically granted a new Option for the number of Shares used to exercise the original Option and with the same terms as the original Option, except with an exercise price equal to the then fair market value.

7.Stock Options.

(a)Option Exercise Price and Consideration.

(i)The per Share exercise price for the Shares to be issued pursuant to exercise of an Option shall be such price as is determined by the Administrator, but in no event shall it be less than 100% of the fair market value per Share on the date of grant.

(ii)The fair market value shall be determined by the Administrator; provided, however, in the event that the Common Stock is listed on any established stock exchange or a national market system, including without limitation The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market of The NASDAQ Stock Market, its fair market value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the trading day that is the time of determination (or if such time of determination does not occur on a trading day, the last trading day prior to the time of determination), as reported in THE WALL STREET JOURNAL or such other source as the Administrator deems reliable; or in the event that the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the fair market value of a Share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the last market trading day prior to the day of determination, as reported in THE WALL STREET JOURNAL or such other source as the Administrator deems reliable.

(iii)The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Board and may consist entirely of:

(A)cash,

(B)check,

(C)delivery of a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale proceeds required to pay the exercise price, or

(D)any combination of such methods of payment.

In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company.

(b)Term of Option. The term of each Option shall be ten (10) years and one (1) day from the date of grant thereof or such shorter term as may be provided by the Administrator.

(c)Exercise of Option.

(i)Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator, including performance criteria with respect to the Company and/or the Optionee, and shall be permissible under the terms of the Program.

(A)An Option may not be exercised for a fraction of a Share.

(B)An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company either by a signed writing or electronic transmission in accordance with the terms of the Option by the person entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised, together with any applicable withholding taxes, has been received by the Company. Full payment may, as authorized by the Administrator, consist of any consideration and method of payment allowable under Section 7(b)(iii) of the Program. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, which issuance shall be made as soon as is practicable, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate promptly upon exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 12 of the Program.

(C)Exercise of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Program and for sale under the Option, by the number of Shares as to which the Option is exercised.

(ii)Termination of Status as an Employee. Unless otherwise provided by the Administrator, in the event of termination of an Optionee's Continuous Status as an Employee, such Optionee may, but only within ninety (90) days (or for such other period of time, not exceeding six (6) months, as is determined by the Administrator) after the date of such termination (but in no event later than the date of expiration of the term of such Option as set forth in the Option Agreement), exercise his or her Option to the extent that the Optionee was entitled to exercise it as of the date of such termination. To the extent that the Optionee was not entitled to exercise the Option at the date of such termination, or if the Optionee does not exercise such Option (which the Optionee was entitled to exercise) within the time specified herein, the Option shall terminate.

(iii)Disability of Optionee. Notwithstanding the provisions of Section 7(d)(ii) above, unless otherwise provided by the Administrator, in the event of termination of an Optionee's Continuous Status as an Employee as a result of his or her total and permanent disability (as defined in Section 22(e)(3) of the Code), the Optionee may, until the date of expiration of the term of such Option as set forth in the Option Agreement (or such shorter period of time as provided by the Administrator), exercise his or her Option to the extent the Optionee was entitled to exercise it at the date of such termination. To the extent that the Optionee was not entitled to exercise the Option at the date of termination, or if the Optionee does not exercise such Option (which the Optionee was entitled to exercise) within the time specified herein, the Option shall terminate.

(iv)Death of Optionee. In the event of the death of an Optionee:

(A)during the term of the Option, where the Optionee is at the time of his or her death an Employee of the Company and where such Optionee shall have been in Continuous Status as an Employee since the date of grant of the Option, the Option may be exercised, at any time within one (1) year following the date of death, by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, to the extent that he or she was entitled to exercise it at the date of death; or

(B)within ninety (90) days after the termination of Continuous Status as an Employee by the Company without cause, the Option may be exercised, at any time within one (1) year following the date of death, by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the date of termination.

(v)Retirement. Notwithstanding the provisions of Section 7(d)(ii) above, unless otherwise provided by the Administrator, in the event of termination of an Optionee's Continuous Status as an Employee as a result of his or her Retirement, the Optionee may, until the date of expiration of the term of such Option as set forth in the Option Agreement (or such shorter period of time as provided by the Administrator), exercise his or her Option to the extent the Optionee was entitled to exercise it at the date of such termination. To the extent that the Optionee was not entitled to exercise the Option at the date of termination, or if the Optionee does not exercise such Option (which the Optionee was entitled to exercise) within the time specified by the Administrator, the Option shall terminate.

8.Restricted Stock.

(a)Grant of Restricted Stock. Subject to the terms and provisions of the Program, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Employees in such amounts as the Administrator, in its sole discretion, will determine.

(b)Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine.

(c)Transferability. Except as provided in this Section 8, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.

(d)Vesting Criteria and Other Terms. The Administrator will set the Period of Restriction, which, depending on the extent to which the vesting criteria are met, will determine the number of Shares of Restricted Stock that will be earned by the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment or service), or any other basis determined by the Administrator in its discretion.

(e)Removal of Restrictions. Except as otherwise provided in this Section 8, Shares of Restricted Stock covered by each Restricted Stock grant made under the Program will be released from escrow as soon as practicable after the last day of the Period of Restriction. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed.

(f)Voting Rights. During the Period of Restriction, Employees holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise.

(g)Dividends and Other Distributions. During the Period of Restriction, Employees holding Shares of Restricted Stock will not be entitled to receive any dividends or other distributions paid with respect to such, unless the Administrator determines otherwise.

(h)Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Program.

9.Restricted Stock Units.

(a)Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. Each Restricted Stock Unit grant shall be evidenced by an

Award Agreement that shall specify such other terms and conditions as the Administrator, in its sole discretion, shall determine, including all terms, conditions, and restrictions related to the grant, the number of Restricted Stock Units and the form of payout, which, subject to Section 9(d), may be left to the discretion of the Administrator.

(b)Vesting Criteria and Other Terms. The Administrator shall set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment or service), or any other basis determined by the Administrator in its discretion.

(c)Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant shall be entitled to receive a payout as specified in the Restricted Stock Unit Award Agreement. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.

(d)Form and Timing of Payment. Payment of earned Restricted Stock Units shall be made as soon as practicable after the date(s) set forth in the Restricted Stock Unit Award Agreement. The Administrator, in its sole discretion, may pay earned Restricted Stock Units in cash, Shares, or a combination thereof. Shares represented by Restricted Stock Units that are fully paid in cash again shall be available for grant under the Plan.

(e)Cancellation. On the date set forth in the Restricted Stock Unit Award Agreement, all unearned Restricted Stock Units shall be forfeited to the Company.

10.Stock Appreciation Rights.

(a)Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Program, a Stock Appreciation Right may be granted to Employees at any time and from time to time as will be determined by the Administrator, in its sole discretion.

(b)Number of Shares. The Administrator will have complete discretion to determine the number of Stock Appreciation Rights granted to any Participant.

(c)Exercise Price and Other Terms. The Administrator, subject to the provisions of the Program, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Program, provided, however, that the exercise price will be not less than one hundred percent (100%) of the fair market value of a Share, determined in accordance with Section 7(b)(ii), on the date of grant.

(d)Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine.

(e)Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Program will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 7(d) also will apply to Stock Appreciation Rights.

(f)Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying:

(i)The difference between the fair market value of a Share on the date of exercise over the exercise price; times

(ii)The number of Shares with respect to which the Stock Appreciation Right is exercised.

At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may

be in cash, in shares of equivalent value, or in some combination thereof.

11.Non-Transferability of Awards. During the lifetime of the Participant, an Award shall be exercisable only by the Participant or the Participant's guardian, legal representative or permitted transferees. Except as specified below, no Award may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. At the sole discretion of the Administrator, and subject to such terms and conditions as the Administrator deems advisable, the Administrator may allow (a) the transfer of a Nonstatutory Stock Option to an Participant's spouse, former spouse or dependent pursuant to a court-approved domestic relations order which relates to the provision of child support, alimony payments or marital property rights and (b) the transfer of a Nonstatutory Stock Option by bona fide gift and not for any consideration, to (i) a member or members of the Participant's Immediate Family, (ii) a trust established for the exclusive benefit of the Participant and/or member(s) of the Participant's Immediate Family, (iii) a partnership, limited liability company or other entity whose only partners or members are the Participant and/or member(s) of the Participant's Immediate Family, or (iv) a foundation in which the Participant and/or member(s) of the Participant's Immediate Family control the management of the foundation's assets. "Immediate Family" as used herein means the spouse, lineal descendants, father, mother, brothers and sisters of the Participant. In such case, the transferee shall receive and hold the Option subject to the provisions of this Section 11, and there shall be no further assignation or transfer of the Option. The terms of Options granted hereunder shall be binding upon the transferees, purchasers, executors, administrators, heirs, successors and assigns of the Participant.

12.Adjustments Upon Changes In Capitalization or Merger. The number of shares of Common Stock covered by each outstanding Award, and the number of shares of Common Stock which have been authorized for issuance under the Program but as to which no Awards have yet been granted or which have been returned to the Program upon cancellation or expiration of an Award, as well as the price per share of Common Stock covered by each such outstanding Award, shall be proportionately adjusted for any change in or increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other change in or increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Award.

In the event of the proposed dissolution or liquidation of the Company, the Board shall notify the holder of an Award at least fifteen (15) days prior to such proposed action. To the extent it has not been previously exercised, the Award will terminate immediately prior to the consummation of such proposed action.

In the event of a merger of the Company with or into another corporation, or the sale of all or substantially all of the Company's assets, the Award shall be assumed or an equivalent award shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless the Administrator determines, in the exercise of its sole discretion and in lieu of such assumption or substitution, that (i) the Participant shall have the right to exercise the Award as to all of his or her Outstanding Options and Stock Appreciation Rights, including as to Shares as to which such Award would not otherwise be exercisable, and/or (ii) all restrictions on Restricted Stock and Restricted Stock Units will lapse. In addition, if an Option or Stock Appreciation Right becomes fully vested and exercisable in lieu

of assumption or substitution in the event of a merger or asset sale, the Administrator will notify the Participant in writing or electronically that the Option or Stock Appreciation Right will be fully vested and exercisable for thirty (30) days (or such other period of time as the Administrator may determine) from the date of such notice, and the Option or Stock Appreciation Right will terminate upon the expiration of such period; provided, however, that in the event the successor corporation or a parent or subsidiary of such successor corporation refuses to so assume or substitute such Options, such Options shall become fully vested and exercisable including as to Shares as to which such Options would not otherwise be exercisable. For the purposes of this paragraph, an Award shall be considered assumed if, following the merger or asset sale, the Award confers the right to purchase, for each Share subject to the Award immediately prior to the merger or asset sale, the consideration (whether stock, cash, or other securities or property) or, in the case of a Stock Appreciation Right upon the exercise of which the Administrator determines to pay cash or a Restricted Stock Unit which the Administrator can determine to pay in cash, received in the merger or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or sale of assets was not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit for each Share subject to the Award (or in the case of Restricted Stock Units, the number of implied Shares determined by dividing the value of the Restricted Stock Units by the per share consideration received by holders of Common Stock in the merger or sale of assets), to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or sale of assets.

Notwithstanding anything in this Section 12 to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant's consent; provided, however, a modification to such performance goals only to reflect the successor corporation's post-merger or sale of assets corporate structure will not be deemed to invalidate an otherwise valid Award assumption.

13.Time of Granting Awards. The date of grant of an Award shall be the date on which the Administrator makes the determination granting such Award. Notice of the determination shall be given to each Participant to whom an Award is granted within a reasonable time after the date of such grant.

14.No Effect on Employment or Service. Neither the Program nor any Award shall confer upon any Participant any right with respect to continuation of employment or consulting relationship with the Company, nor shall it interfere in any way with the Participant's right or the Company's right to terminate such employment or consulting relationship at any time with or without cause.

15.Amendment and Termination of the Program.

(a)Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Program.

(b)Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Program shall materially impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company.

16.Term of Program. The Program shall become effective upon its adoption by the Board. It shall continue in effect until terminated by the Board under Section 15 of the Program.

17.Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares pursuant thereto

shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

As a condition to the exercise of an Award, the Company may require the person exercising such Award or making such purchase to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned relevant provisions of law.

18.Reservation of Shares. The Company, during the term of this Program, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Program.

19.Inability to Obtain Authority. Inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

20.Withholding. The Company may require the Participant to pay to the Company the amount of (a) any taxes that the Company is required by applicable federal, state, local or foreign law to withhold with respect to the grant, vesting or exercise of an Award ("tax withholding obligations") and (b) any amounts due from the Participant to the Company or to any Parent or Subsidiary ("other obligations"). The Company shall not be required to issue any shares of Common Stock or otherwise settle an Award under the Plan until such tax withholding obligations and other obligations are satisfied.

The Administrator may permit or require a Participant to satisfy all or part of the Participant's tax withholding obligations and other obligations by (a) paying cash to the Company, (b) having the Company withhold an amount from any cash amounts otherwise due or to become due from the Company to the Participant, (c) having the Company withhold a number of shares of Common Stock that would otherwise be issued to the Participant (or become vested, in the case of Restricted Stock) having a fair market value equal to the tax withholding obligations and other obligations, or (d) surrendering a number of shares of Common Stock the Participant already owns having a value equal to the tax withholding obligations and other obligations. The value of the shares so withheld or tendered may not exceed the employer's minimum required tax withholding rate.

EX-10.4

TRIQUINT SEMICONDUCTOR, INC.

2009 INCENTIVE PLAN

NONQUALIFIED STOCK OPTION GRANT NOTICE

(FOR U.S. OPTIONEES)

TriQuint Semiconductor, Inc.(the "Company") hereby grants to you an Option (the "Option") to purchase shares of the Company's Common Stock under the Company's 2009 Incentive Plan (the "Plan"). The Option is subject to all the terms and conditions set forth in this Nonqualified Stock Option Grant Notice (this "Grant Notice"), in the Nonqualified Stock Option Agreement and in the Plan, which are incorporated into this Grant Notice in their entirety.

[Name]	Option Number:	[option number]
[Address]	Option Plan:	[Plan]
	Grant Date:	[date]
	Option Shares:	[number]
	Exercise Price (per Share):	[price]
	Type of Option:	Nonqualified Stock Option

Vesting and Exercisability Schedule: Subject to the provisions of the Plan, the Option will become vested and exercisable in installments on the dates set forth below and remain cumulatively exercisable until the Option Expiration Date indicated, subject to acceleration of vesting and/or earlier expiration in the event of your Termination of Service as set forth in the Nonqualified Stock Option Agreement:

Number of Shares	Date Option May First Be Exercised	Option Expiration Date
[number]	[date]	[date]
[number]	[date]	[date]
[number]	[date]	[date]
[number]	[date]	[date]

Additional Terms/Acknowledgement: By accepting the grant of the Option, you acknowledge and agree that: as of the Grant Date, this Grant Notice, the Nonqualified Stock Option Agreement and the Plan set forth the entire understanding between you and the Company regarding the Option and supersede all prior oral and written agreements on the subject.

TRIQUINT SEMICONDUCTOR, INC.

Ralph Quinsey

Chief Executive Officer

TRIQUINT SEMICONDUCTOR, INC.

2009 INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT

Pursuant to your Nonqualified Stock Option Grant Notice (the "Grant Notice") and this Nonqualified Stock Option Agreement (this "Agreement"), TriQuint Semiconductor, Inc. has granted you an Option under its 2009Incentive Plan (the "Plan") to purchase the number of shares of the Company's Common Stock indicated in your Grant Notice (the "Shares") at the exercise price indicated in your Grant

Notice. Capitalized terms not defined in this Agreement but defined in the Plan have the same definitions as in the Plan. The Plan shall control in the event there is any express conflict between the Plan and the Grant Notice or this Agreement and with respect to such matters as are not expressly covered in this Agreement.

The details of the Option are as follows:

1.Vesting and Exercisability. Subject to the limitations contained herein, the Option will vest and become exercisable as provided in your Grant Notice, except that, unless otherwise provided in the Grant Notice or this Agreement, vesting will cease upon your Termination of Service and the unvested portion of the Option will terminate.

2.Accelerated Vesting Upon Termination of Service. In the event that, before the Option has become fully vested and exercisable (a) you cease to serve as a member of the Board of Directors of the Company or a Related Company and (b) such Termination of Service does not occur pursuant to your voluntary resignation without the consent of a majority of the applicable Board of Directors then in office, then the Option will become fully vested and exercisable effective immediately prior to such Termination of Service.

3.    Securities Law Compliance. Notwithstanding any other provision of this Agreement, you may not exercise the Option unless the Shares issuable upon exercise are registered under the Securities Act or, if such Shares are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of the Option must also comply with other applicable laws and regulations governing the Option, and you may not exercise the Option if the Company determines that such exercise would not be in material compliance with such laws and regulations.

4.Independent Tax Advice. You should obtain tax advice when exercising the Option and prior to the disposition of the Shares.

5.Methods of Exercise. Subject to the provisions of this Agreement, the vested portion of the Option may be exercised, in whole or in part, at any time during the term of the Option by giving written notice of exercise to the Company on the form furnished by the Company for that purpose or, to the extent applicable, by written notice to a brokerage firm designated or approved by the Company, specifying the number of Shares subject to the Option to be purchased, and accompanied by payment of the exercise price and any withholding taxes, or suitable arrangements for such payment satisfactory to the Company.

The exercise price for Shares to be purchased upon exercise of all or a portion of the Option shall be paid in any combination of the following:

(a)in cash (by wire transfer or certified or bank check or such other instrument acceptable to the Company);

(b)if permitted by the Committee for Nonqualified Stock Options, having the Company withhold shares of Common Stock that would otherwise be issued on exercise of the Option that have a Fair Market Value on the date of exercise of the Option equal to the exercise price of the Option;

(c)if permitted by the Committee, by using shares of Common Stock you already own;

(d)to the extent permitted by applicable law, by instructing a broker to deliver to the Company

the total payment required, all in accordance with the regulations of the Federal Reserve Board; or

(e)by any other method permitted by the Committee.

6.Treatment Upon Termination of Employment or Service Relationship. The unvested portion of the Optionfor which the vesting and exercisability has not been accelerated as provided by Section 2 above will terminate automatically and without further notice immediately upon your Termination of Service. You may exercise the vested portion of the Option as follows:

(a)General Rule. You must exercise the vested portion of the Option on or before the earlier of (i) three months after your Termination of Service and (ii) the Option Expiration Date;

(b)Retirement or Disability. In the event of your Termination of Service due to Retirement or Disability, you must exercise the vested portion of the Option on or before the Option Expiration Date; and

(c)Death. In the event of your Termination of Service due to your death, the vested portion of the Option must be exercised on or before the earlier of (i) one year after your Termination of Service and (ii) the Option Expiration Date. If you die after your Termination of Service but while the Option is still exercisable, the vested portion of the Option may be exercised until the earlier of (x) one year after the date of death and (y) the Option Expiration Date.

It is your responsibility to be aware of the date the Option terminates.

7.Limited Transferability. During your lifetime only you can exercise the Option. The Option is not transferable except by will or by the applicable laws of descent and distribution. The Plan provides for exercise of the Option by a beneficiary designated on a Company-approved form or the personal representative of your estate. Notwithstanding the foregoing and to the extent permitted by Section 422 of the Internal Revenue Code of 1986, the Committee, in its sole discretion, may permit you to assign or transfer the Option, subject to such terms and conditions as specified by the Committee.

8.Withholding Taxes.As a condition to the exercise of any portion of an Option, you must make such arrangements as the Company may require for the satisfaction of any federal, state, local or foreign tax withholding obligations that may arise in connection with such exercise.

9.Option Not an Employment or Service Contract. Nothing in the Plan or this Agreement will be deemed to constitute an employment contract or confer or be deemed to confer any right for you to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate your employment or other relationship at any time, with or without Cause.

10.No Right to Damages. You will have no right to bring a claim or to receive damages if you are required to exercise the vested portion of the Option within three months (one year in the case of death) of your Termination of Service or if any portion of the Option is cancelled or expires unexercised. The loss of existing or potential profit in the Option will not constitute an element of damages in the event of your Termination of Service for any reason even if the termination is in violation of an obligation of the Company or a Related Company to you.

11.Binding Effect. This Agreement will inure to the benefit of the successors and assigns of the Company and be binding upon you and your heirs, executors, administrators, successors and assigns.

EX-10.5

TRIQUINT SEMICONDUCTOR, INC.

2007 EMPLOYEE STOCK PURCHASE PLAN

The following constitute the provisions of the 2007 Employee Stock Purchase Plan of TriQuint Semiconductor, Inc.

1.Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock at a discount. It is the intention of the Company to have the Plan qualify as an “employee stock purchase plan” under Section 423 of the Code, although the Company makes no undertaking or representation to maintain such qualification. The provisions of the Plan, accordingly, will be construed so as to extend and limit Plan participation in a uniform and nondiscriminatory basis consistent with the requirements of Section 423 of the Code. In addition, the Plan authorizes the purchase of Common Stock under a Non-423(b) Component, pursuant to rules, procedures or sub-plans adopted by the Administrator and designed to achieve tax, securities law or other objectives, provided, however, that U.S. Eligible Employees will not be permitted to purchase Stock under the Non-423(b) Component.

2.Definitions.

(a)“Affiliate” means any entity, other than a Subsidiary, in which the Company has an equity or other ownership interest.

(b)“Administrator” means the Board or any Committee designated by the Board to administer the Plan pursuant to Section 14.

(c)“Applicable Laws” means the requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where awards are, or will be, granted under the Plan.

(d)“Board” means the Board of Directors of the Company.

(e)“Change in Control” means the occurrence of any of the following events:

(i)Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities; or

(ii)The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets; or

(iii)The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; or

(iv)A change in the composition of the Board occurring within a two (2)-year period, as a result of which less than a majority of the Directors are Incumbent Directors. “Incumbent Directors” means Directors who either (A) are Directors as of the effective date of the Plan, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Directors at the time of such election or nomination (but will not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of Directors to the Company).

(f)“Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor or amended section of the Code.

(g)“Code Section 423(b) Component” shall mean an employee stock purchase plan which

is designed to meet the requirements set forth in Section 423(b) of the Code. The provisions of the Code Section 423(b) Component shall be construed, administered and enforced in accordance with Section 423(b) of the Code.

(h)“Committee” means a committee of the Board appointed in accordance with Section 14 hereof.

(i)“Common Stock” means the common stock of the Company.

(j)“Company” means TriQuint Semiconductor, Inc., a Delaware corporation.

(k)“Compensation” means an Employee's base straight time gross earnings, commissions (to the extent such commissions are an integral, recurring part of compensation), overtime and shift premium, but exclusive of payments for incentive payments, bonuses and other compensation. The Administrator has the exclusive discretion to determine what constitutes Compensation for purposes of the Plan.

(l)“Designated Company” means any Affiliate or Subsidiary that has been designated by the Administrator from time to time in its sole discretion as eligible to participate in the Plan. For purposes of the Code Section 423(b) Component, only the Company and its Subsidiaries may be Designated Companies, provided, however, that at any given time, a Subsidiary that is a Designated Company under the Code Section 423(b) Component shall not be a Designated Company under the Non-423(b) Component.

(m)“Director” means a member of the Board.

(n)“Eligible Employee” means any individual who is a common law employee of an Employer and is customarily employed for at least twenty (20) hours per week and more than five (5) months in any calendar year by the Employer, provided, however, that employees of a Designated Company in the Non-423(b) Component may be Eligible Employees even if their customary employment is less than five (5) months per calendar year and/or twenty (20) hours per week, to the extent required by Applicable Laws. For purposes of the Plan, the employment relationship will be treated as continuing intact while the individual is on sick leave or other leave of absence that the Employer approves. Where the period of leave exceeds ninety (90) days and the individual's right to reemployment is not guaranteed either by statute or by contract, the employment relationship will be deemed to have terminated on the ninety-first (91^st) day of such leave. To the extent permitted by Applicable Laws, the Administrator, in its discretion, from time to time may, prior to an Offering Date for all options to be granted on such Offering Date, determine that the definition of Eligible Employee will or will not include an individual if he or she: (i) has not completed at least two (2) years of service since his or her last hire date (or such lesser period of time as may be determined by the Administrator in its discretion), (ii) customarily works not more than twenty (20) hours per week (or such lesser period of time as may be determined by the Administrator in its discretion), (iii) customarily works not more than five (5) months per calendar year (or such lesser period of time as may be determined by the Administrator in its discretion), (iv) is an officer or other manager, or (v) is a highly compensated employee under Section 414(q) of the Code, provided, however, that for Eligible Employees participating in the Code Section 423(b) Component, such determination must be made on a uniform and nondiscriminatory basis.

(o)“Employer” means any one or all of the Company and its Designated Companies.

(p)“Exchange Act” means the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder.

(q)“Exercise Date” means the first Trading Day on or after June 1and December 1of each year. The first Exercise Date under the Plan will be the first Trading Day on or after December 1, 2007. The Administrator, in its discretion, from time to time may, prior to an Offering Date for all options to be granted on such Offering Date, determine when the Exercise Dates will occur during an Offering Period.

(r)“Fair Market Value” means, as of any date and unless the Administrator determines otherwise, the value of Common Stock determined as follows:

(i)If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq Stock Market, LLC its Fair Market Value will be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the date of determination, as reported in The Wall Street Journal or such other source as the

Administrator deems reliable;

(ii)If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value will be the mean of the closing bid and asked prices for the Common Stock on the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(iii)In the absence of an established market for the Common Stock, the Fair Market Value thereof will be determined in good faith by the Administrator.

(s)“Fiscal Year” means the fiscal year of the Company.

(t)“Non-423(b) Component” means the grant of an option under the Plan which is not intended to meet the requirements set forth in Section 423(b) of the Code.

(u)“Offering Date” means the first Trading Day of each Offering Period.

(v)“Offering Periods” means the period of time the Administrator may determine prior to an Offering Date, for options to be granted on such Offering Date, during which an option granted under the Plan may be exercised, not to exceed twenty-seven (27) months. Unless the Administrator provides otherwise, Offering Periods will have a duration of approximately six (6) months (i) commencing on the first Trading Day on or after June 1 of each year and terminating on the first Trading Day on or following December 1, approximately six (6) months later, and (ii) commencing on the first Trading Day on or after December 1 of each year and terminating on the first Trading Day on or following June 1, approximately six (6) months later; provided, however, that the first Offering Period under the Plan will commence on the later of (i) the first Trading Day on or after June 1, 2007, or (ii) the first Trading Day on or after the Company's 2007 Annual Meeting of Stockholders, and will end on the first Trading Day on or after December 1, 2007. The duration and timing of Offering Periods may be changed pursuant to Sections 4 and 20.

(w)“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(x)“Plan” means this TriQuint Semiconductor, Inc. 2007 Employee Stock Purchase Plan, which includes a Code Section 423(b) Component and a Non-423(b) Component.

(y)“Purchase Period” means the period during an Offering Period which shares of Common Stock may be purchased on a participant's behalf in accordance with the terms of the Plan. Unless and until the Administrator provides otherwise, the Purchase Period will have the same duration and coincide with the length of the Offering Period.

(z)“Purchase Price” shall be determined by the Administrator (on a uniform and nondiscriminatory basis) prior to an Offering Date for all options to be granted on such Offering Date, subject to compliance with Section 423 of the Code (or any successor rule or provision or any other applicable law, regulation or stock exchange rule) or pursuant to Section 20. Unless and until the Administrator provides otherwise, the Purchase Price will be equal to eighty-five percent (85%) of the Fair Market Value of a share of Common Stock on the Offering Date or the Exercise Date, whichever is lower.

(aa)“Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

(ab)“Trading Day” means a day on which the national stock exchange upon which the Common Stock is listed is open for trading.

(ac)“U.S. Eligible Employee” means an Eligible Employee who (i) resides in the United States, and (ii) is employed by the Company or by a Designated Company located in the United States.

3.Eligibility.

(a)First Offering Period. Any individual who is an Eligible Employee immediately prior to the first Offering Period under the Plan will be automatically enrolled in the first Offering Period.

(b)Subsequent Offering Periods. Any individual who is an Eligible Employee on a given Offering Date of any future Offering Period will be eligible to participate in the Plan, subject to the

requirements of Section 5.

(c)Limitations. Any provisions of the Plan to the contrary notwithstanding, no Eligible Employee will be granted an option under the Plan (i) to the extent that, immediately after the grant, such Eligible Employee (or any other person whose stock would be attributed to such Eligible Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company or any Parent or Subsidiary of the Company and/or hold outstanding options to purchase such stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Parent or Subsidiary of the Company, or (ii) to the extent that his or her rights to purchase stock under all employee stock purchase plans (as defined in Section 423 of the Code) of the Company or any Parent or Subsidiary of the Company accrues at a rate which exceeds twenty-five thousand dollars ($25,000) worth of stock (determined at the Fair Market Value of the stock at the time such option is granted) for each calendar year in which such option is outstanding at any time.

4.Offering Periods. The Plan will be implemented by consecutive Offering Periods with a new Offering Period commencing on the first Trading Day on or after June 1 and December 1 each year, or on such other date as the Administrator will determine; provided, however, that the first Offering Period under the Plan will commence on the later of (i) the first Trading Day on or after June 1, 2007, or (ii) the first Trading Day on or after the Company's 2007 Annual Meeting of Stockholders, and will end on the first Trading Day on or after December 1, 2007. The Administrator will have the power to change the duration of Offering Periods (including the commencement dates thereof) with respect to future offerings without stockholder approval if such change is announced prior to the scheduled beginning of the first Offering Period to be affected thereafter.

5.Participation.

(a)First Offering Period. An Eligible Employee who has become a participant in the first Offering Period under the Plan pursuant to Section 3(a) will be entitled to continue his or her participation in such Offering Period only if he or she submits to the Company's payroll office (or its designee) a properly completed subscription agreement authorizing contributions to the Plan in the form provided by the Administrator for such purpose or following an electronic or other enrollment procedure prescribed by the Administrator (i) no earlier than the effective date of the filing of the Company's Registration Statement on Form S-8 with respect to the shares of Common Stock issuable under the Plan (the “Effective Date”) and (ii) no later than ten (10) business days from the Effective Date or such other period of time as the Administrator may determine (the “Enrollment Window”). A participant's failure to submit the subscription agreement during the Enrollment Window pursuant to this Section 5(a) will result in the automatic termination of his or her participation in the first Offering Period under the Plan.

(b)Subsequent Offering Periods. An Eligible Employee who is eligible to participate in the Plan pursuant to Section 3(b) may become a participant by (i) submitting to the Company's payroll office (or its designee), on or before a date prescribed by the Administrator prior to an applicable Offering Date, a properly completed subscription agreement authorizing contributions to the Plan in the form provided by the Administrator for such purpose, or (ii) following an electronic or other enrollment procedure prescribed by the Administrator.

6.Payroll Deductions/Contributions.

(a)At the time a participant enrolls in the Plan pursuant to Section 5, he or she will elect to have payroll deductions made on each pay day during the Offering Period in an amount not exceeding fifteen percent (15%)of the Compensation which he or she receives on each pay day during the Offering Period; provided, however, that should a pay day occur on an Exercise Date, a participant will have the payroll deductions made on such day applied to his or her account under the subsequent Offering Period. To the extent required by Applicable Laws, the Administrator, in its discretion, may decide that a participant may contribute to the Plan by means other than payroll deductions, provided that contributions other than payroll deductions will be permissible only for Eligible Employees participating in the Non-423(b) Component. A participant's subscription agreement will remain in effect for successive Offering Periods

unless terminated as provided in Section 10 hereof.

(b)Payroll deductions or other contributions authorized by a participant will commence on the first pay day following the Offering Date and will end on the last pay day prior to the Exercise Date of such Offering Period to which such authorization is applicable, unless sooner terminated by the participant as provided in Section 10 hereof; provided, however, that for the first Offering Period under the Plan, payroll deductions or other contributions will commence on the first pay day on or following the Enrollment Window.

(c)All payroll deductions or other contributions made for a participant will be credited to his or her account under the Plan and will be withheld in whole percentages only. A participant may not make any additional payments into such account, unless required by local law.

(d)A participant may discontinue his or her participation in the Plan as provided in Section 10, or may increase or decrease the rate of his or her payroll deductions or other contributions during the Offering Period by (i) properly completing and submitting to the Company's payroll office (or its designee), on or before a date prescribed by the Administrator prior to an applicable Exercise Date, a new subscription agreement authorizing the change in payroll deduction or contribution rate in the form provided by the Administrator for such purpose, or (ii) following an electronic or other procedure prescribed by the Administrator. If a participant has not followed such procedures to change the rate of payroll deductions or other contributions, the rate of his or her payroll deductions or contributions will continue at the originally elected rate throughout the Offering Period and future Offering Periods (unless terminated as provided in Section 10). The Administrator may, in its sole discretion, limit the nature and/or number of payroll deduction or contribution rate changes that may be made by participants during any Offering Period. Any change in payroll deduction or contribution rate made pursuant to this Section 6(d) will be effective as of the first full payroll period following five (5) business days after the date on which the change is made by the participant (unless the Administrator, in its sole discretion, elects to process a given change in payroll deduction or contribution rate more quickly).

(e)Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(c), or if the Administrator reasonably anticipates a participant has contributed a sufficient amount to purchase a number of shares of Common Stock equal to or in excess of the applicable limit for such Offering Period (as set forth in Section 7 or as established by the Administrator), a participant's payroll deductions or other contributions may be decreased to zero percent (0%) at any time during an Offering Period. Subject to Section 423(b)(8) of the Code and Section 3(c) hereof, or for participants who have had their contributions reduced due to the applicable limits on the maximum number of shares that may be purchased in any Offering Period, payroll deductions or other contributions will recommence at the rate originally elected by the participant effective as of the beginning of the first Offering Period which is scheduled to end in the following calendar year, unless terminated by the participant as provided in Section 10.

(f)At the time the option is exercised, in whole or in part, at the time some or all of the Common Stock issued under the Plan is disposed of, or at the time of any other relevant taxable event, the participant must make adequate provision for the Company's or Employer's federal, state, or any other tax liability payable to any authority, national insurance, social security or other tax withholding obligations, if any, which arise upon the relevant taxable event. At any time, the Company or the Employer may, but will not be obligated to, withhold from the participant's compensation the amount necessary for the Company or the Employer to meet applicable withholding obligations, including any withholding required to make available to the Company or the Employer any tax deductions or benefits attributable to sale or early disposition of Common Stock by the Eligible Employee.

7.Grant of Option. On the Offering Date of each Offering Period, each Eligible Employee participating in such Offering Period will be granted an option to purchase on each Exercise Date during such Offering Period (at the applicable Purchase Price) up to a number of shares of Common Stock determined by dividing such Eligible Employee's contributions accumulated prior to such Exercise Date and retained in the Eligible Employee's account as of the Exercise Date by the applicable Purchase Price; provided that in no event will an Eligible Employee be permitted to purchase during each Offering Period more than twenty

thousand (20,000)shares of the Common Stock (subject to any adjustment pursuant to Section 19), and provided further that such purchase will be subject to the limitations set forth in Sections 3(c) and 13. The Eligible Employee may accept the grant of such option (i) with respect to the first Offering Period under the Plan, by submitting a properly completed subscription agreement in accordance with the requirements of Section 5(a) on or before the last day of the Enrollment Window, and (ii) with respect to any future Offering Period under the Plan, by electing to participate in the Plan in accordance with the requirements of Section 5(b). The Administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of shares of Common Stock that a participant may purchase during each Offering Period. Exercise of the option will occur as provided in Section 8, unless the participant has withdrawn pursuant to Section 10. The option will expire on the last day of the Offering Period.

8.Exercise of Option.

(a)Unless a participant withdraws from the Plan as provided in Section 10, his or her option for the purchase of shares of Common Stock will be exercised automatically on the Exercise Date, and the maximum number of full shares subject to the option will be purchased for such participant at the applicable Purchase Price with the accumulated contributions in his or her account. No fractional shares of Common Stock will be purchased; any contributions accumulated in a participant's account which are not sufficient to purchase a full share will be retained in the participant's account for the subsequent Offering Period, subject to earlier withdrawal by the participant as provided in Section 10. Any other funds left over in a participant's account after the Exercise Date will be returned to the participant. During a participant's lifetime, a participant's option to purchase shares hereunder is exercisable only by him or her.

(b)Notwithstanding any contrary Plan provision, if the Administrator determines that, on a given Exercise Date, the number of shares of Common Stock with respect to which options are to be exercised may exceed (i) the number of shares of Common Stock that were available for sale under the Plan on the Offering Date of the applicable Offering Period, or (ii) the number of shares of Common Stock available for sale under the Plan on such Exercise Date, the Administrator may in its sole discretion provide that the Company will make a pro rata allocation of the shares of Common Stock available for purchase on such Offering Date or Exercise Date, as applicable, in as uniform a manner as will be practicable and as it will determine in its sole discretion to be equitable among all participants exercising options to purchase Common Stock on such Exercise Date, and either (x) continue all Offering Periods then in effect or (y) terminate any or all Offering Periods then in effect pursuant to Section 20. The Company may make a pro rata allocation of the shares available on the Offering Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional shares for issuance under the Plan by the Company's stockholders subsequent to such Offering Date.

9.Delivery. As soon as administratively practicable after each Exercise Date on which a purchase of shares of Common Stock occurs, the Company will arrange the delivery to each participant, as appropriate, the shares purchased upon exercise of his or her option in a form determined by the Administrator (in its sole discretion) and pursuant to rules established by the Administrator. The Company may permit or require that shares be deposited directly with a broker designated by the Company or to a designated agent of the Company, and the Company may utilize electronic or automated methods of share transfer. The Company may require that shares be retained with such broker or agent for a designated period of time and/or may establish other procedures to permit tracking of disqualifying or other dispositions of such shares. No participant will have any voting, dividend, or other stockholder rights with respect to shares of Common Stock subject to any option granted under the Plan until such shares have been purchased and delivered to the participant as provided in this Section 9.

10.Withdrawal.

(a)Pursuant to procedures established by the Administrator, a participant may withdraw all but not less than all the contributions credited to his or her account and not yet used to exercise his or her option under the Plan at any time by (i) submitting to the Company's payroll office (or its designee) a written notice of withdrawal in the form prescribed by the Administrator for such purpose, or (ii) following an

electronic or other withdrawal procedure prescribed by the Administrator. All of the participant's contributions credited to his or her account will be paid to such participant as promptly as practicable after the effective date of his or her withdrawal and such participant's option for the Offering Period will be automatically terminated, and no further payroll deductions or other contributions for the purchase of shares will be made for such Offering Period. If a participant withdraws from an Offering Period, payroll deductions or other contributions will not resume at the beginning of the succeeding Offering Period unless the participant re-enrolls in the Plan in accordance with the provisions of Section 5.

(b)A participant's withdrawal from an Offering Period will not have any effect upon his or her eligibility to participate in any similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of the Offering Period from which the participant withdraws.

11.Termination of Employment. Upon a participant's ceasing to be an Eligible Employee, for any reason, he or she will be deemed to have elected to withdraw from the Plan and the contributions credited to such participant's account during the Offering Period but not yet used to purchase shares of Common Stock under the Plan will be returned to such participant or, in the case of his or her death, to the person or persons entitled thereto under Section 15, and such participant's option will be automatically terminated.

12.Interest. No interest will accrue on the contributions of a participant in the Plan, unless required by Applicable Laws.

13.Stock.

(a)Subject to adjustment upon changes in capitalization of the Company as provided in Section 19 hereof, the maximum number of shares of Common Stock which will be made available for sale under the Plan will be 10,353,896 shares. Any or all of such shares of Common Stock may be granted under the Code Section 423(b) Component.

(b)Until the shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), a participant will only have the rights of an unsecured creditor with respect to such shares, and no right to vote or receive dividends or any other rights as a stockholder will exist with respect to such shares.

(c)Shares of Common Stock to be delivered to a participant under the Plan will be registered in the name of the participant or in the name of the participant and his or her spouse.

14.Administration. The Plan will be administered by the Board or a Committee appointed by the Board, which Committee will be constituted to comply with Applicable Laws. The Administrator will have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility and to adjudicate all disputed claims filed under the Plan. Every finding, decision and determination made by the Administrator will, to the full extent permitted by law, be final and binding upon all parties. Notwithstanding any provision to the contrary in this Plan, the Administrator may adopt rules, procedures or sub-plans relating to the operation and administration of the Plan to accommodate the specific requirements of Applicable Laws and procedures for jurisdictions outside of the United States. Without limiting the generality of the foregoing, the Administrator is specifically authorized to adopt rules, procedures and sub-plans regarding eligibility to participate, the definition of Compensation, handling of payroll deductions, making of contributions to the Plan (including, without limitation, in forms other than payroll deductions), establishment of bank or trust accounts to hold contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures and handling of stock certificates which vary with local requirements.

15.Designation of Beneficiary.

(a)Except as otherwise provided by the Administrator, a participant may designate a beneficiary who is to receive any shares of Common Stock and cash, if any, from the participant's account under the Plan in the event of such participant's death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such participant of such shares and cash. In addition, except as otherwise provided by the Administrator, a participant may designate a beneficiary who is to receive any cash from the

participant's account under the Plan in the event of such participant's death prior to exercise of the option. If a participant is married and the designated beneficiary is not the spouse, spousal consent will be required for such designation to be effective.

(b)Such designation of beneficiary may be changed by the participant at any time by notice in a form determined by the Administrator. In the event of the death of a participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such participant's death, the Company will deliver such shares and/or cash to the executor or administrator of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

(c)All beneficiary designations under this Section 15 will be made in such form and manner as the Administrator may prescribe from time to time.

16.Transferability. Neither contributions credited to a participant's account nor any rights with regard to the exercise of an option or to receive shares of Common Stock under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 15) by the participant. Any such attempt at assignment, transfer, pledge or other disposition will be without effect, except that the Company may treat such act as an election to withdraw from an Offering Period in accordance with Section 10.

17.Use of Funds. The Company may use all contributions received or held by it under the Plan for any corporate purpose, and the Company will not be obligated to segregate such payroll deductions, unless required by Applicable Laws. Until shares of Common Stock are issued, participants will only have the rights of an unsecured creditor with respect to such shares.

18.Reports. Individual accounts will be maintained for each participant in the Plan. Statements of account will be given to participating Eligible Employees at least annually, which statements will set forth the amounts of contributions, the Purchase Price, the number of shares of Common Stock purchased and the remaining cash balance, if any.

19. Adjustments, Dissolution, Liquidation, Merger or Change in Control.

(a)Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of the Company, or other change in the corporate structure of the Company affecting the Common Stock occurs, the Administrator, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, shall, in such manner as it may deem equitable, adjust the number and class of Common Stock which may be delivered under the Plan, the Purchase Price per share and the number of shares of Common Stock covered by each option under the Plan which has not yet been exercised, and the numerical limits of Section 7.

(b)Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, any Offering Period then in progress will be shortened by setting a new Exercise Date (the “New Exercise Date”), and will terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Administrator. The New Exercise Date will be before the date of the Company's proposed dissolution or liquidation. The Administrator will notify each participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the participant's option has been changed to the New Exercise Date and that the participant's option will be exercised automatically on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period as provided in Section 10.

(c)Merger or Change in Control. In the event of a merger or Change in Control, each outstanding option will be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to

assume or substitute for the option, the Offering Period with respect to which such option relates will be shortened by setting a new Exercise Date (the “New Exercise Date”) and will end on the New Exercise Date. The New Exercise Date will occur before the date of the Company's proposed merger or Change in Control. The Administrator will notify each participant in writing prior to the New Exercise Date, that the Exercise Date for the participant's option has been changed to the New Exercise Date and that the participant's option will be exercised automatically on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period as provided in Section 10.

20.Amendment or Termination.

(a)The Administrator, in its sole discretion, may amend, suspend, or terminate the Plan, or any part thereof, at any time and for any reason. If the Plan is terminated, the Administrator, in its discretion, may elect to terminate all outstanding Offering Periods either immediately or upon completion of the purchase of shares of Common Stock on the next Exercise Date (which may be sooner than originally scheduled, if determined by the Administrator in its discretion), or may elect to permit Offering Periods to expire in accordance with their terms (and subject to any adjustment pursuant to Section 19). If the Offering Periods are terminated prior to expiration, all amounts then credited to participants' accounts which have not been used to purchase shares of Common Stock will be returned to the participants (without interest thereon, except as otherwise required under Applicable Laws) as soon as administratively practicable.

(b)Without stockholder consent and without limiting Section 20(a), the Administrator will be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll deductions or contributions in excess of the amount designated by a participant in order to adjust for delays or mistakes in the Company's processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each participant properly correspond with amounts withheld from the participant's Compensation, and establish such other limitations or procedures as the Administrator determines in its sole discretion advisable which are consistent with the Plan.

(c)In the event the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Administrator may, in its discretion and, to the extent necessary or desirable, modify, amend or terminate the Plan to reduce or eliminate such accounting consequence including, but not limited to:

(i)amending the Plan to conform with the safe harbor definition under Statement of Financial Accounting Standards 123(R), including with respect to an Offering Period underway at the time;

(ii)altering the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase Price;

(iii)shortening any Offering Period so that Offering Period ends on a new Exercise Date, including an Offering Period underway at the time of the Board action;

(iv)reducing the maximum percentage of Compensation a participant may elect to set aside as payroll deductions; and

(v)reducing the maximum number of Shares a participant may purchase during any Offering Period or Purchase Period.

Such modifications or amendments will not require stockholder approval or the consent of any Plan participants.

21.Notices. All notices or other communications by a participant to the Company under or in connection with the Plan will be deemed to have been duly given when received in the form and manner specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.

22.Conditions Upon Issuance of Shares. Shares of Common Stock will not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto will comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and will be further subject to the approval of counsel for the Company with respect to such compliance.

As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law.

23.Term of Plan. The Plan will become effective upon the earlier to occur of its adoption by the Board or its approval by the stockholders of the Company. It will continue in effect for a term of ten (10) years, unless sooner terminated under Section 20.

24.Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.

25.Automatic Transfer to Low Price Offering Period. To the extent permitted by Applicable Laws, if the Fair Market Value of the Common Stock on any Exercise Date in an Offering Period is lower than the Fair Market Value of the Common Stock on the Offering Date of such Offering Period, then all participants in such Offering Period will be automatically withdrawn from such Offering Period immediately after the exercise of their option on such Exercise Date and automatically re-enrolled in the immediately following Offering Period.

26.Severability. If any particular provision of this Plan is found to be invalid or unenforceable, such provision shall not affect the other provisions of the Plan, but the Plan shall be construed in all respects as if such invalid provision had been omitted.

27.Section 409A. The Code Section 423(b) Component is exempt from the application of Section 409A of the Code. The Non-423(b) Component is intended to be exempt from Section 409A of the Code under the short-term deferral exception and any ambiguities shall be construed and interpreted in accordance with such intent. In the case of a participant who would otherwise be subject to Section 409A of the Code, to the extent an option to purchase Common Stock or the payment, settlement or deferral thereof is subject to Section 409A of the Code, the option to purchase Common Stock shall be granted, paid, exercised, settled or deferred in a manner that will comply with Section 409A of the Code, including the final regulations and other guidance issued with respect thereto, except as otherwise determined by the Administrator. Notwithstanding the foregoing, the Company shall have no liability to a participant or any other party if the option to purchase Common Stock under the Plan that is intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken by the Administrator with respect thereto.

28.Governing Law. The provisions of the Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law rules.

EX-31.1

CERTIFICATION

I, Ralph G. Quinsey, certify that:

1. I have reviewed this quarterly report on Form 10-Q of TriQuint Semiconductor, Inc.;

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

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

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

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

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

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

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

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

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

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

/s/ RALPH G. QUINSEY

Ralph G. Quinsey

President and Chief Executive Officer

(Principal Executive Officer)

Date: August 4, 2011

EX-31.2

CERTIFICATION

I, Steve Buhaly, certify that:

1. I have reviewed this quarterly report on Form 10-Q of TriQuint Semiconductor, Inc.;

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

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

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

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

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

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

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

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

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

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

/s/ STEVE BUHALY

Steve Buhaly

Vice President of Finance,

Secretary and Chief Financial Officer

(Principal Financial and Accounting Officer)

Date: August 4, 2011

EX-32

CERTIFICATION PURSUANT TO SECTION

1350 OF CHAPTER 63 OF TITLE 18

OF THE UNITED STATES CODE AS

ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of the Quarterly Report on Form 10-Q of TriQuint Semiconductor, Inc. (“TriQuint”) for the quarterly period ended July 2, 2011, as filed with the Securities and Exchange Commission on the date hereof (“the Report”), each of the undersigned officers of TriQuint, hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

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

The undersigned have executed this Certification effective as of August 4, 2011.

/s/ RALPH G. QUINSEY

Ralph G. Quinsey

President and Chief Executive Officer

(Principal Executive Officer)

/s/ STEVE BUHALY

Steve Buhaly

Vice President of Finance,

Secretary and Chief Financial Officer

(Principal Financial and Accounting Officer)

XML



CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands	Jul. 02, 2011	Dec. 31, 2010
Current assets:
Cash and cash equivalents	$ 136,245	$ 192,464
Investments in marketable securities	44,610	31,192
Accounts receivable, net	135,394	138,989
Inventories	137,358	101,457
Prepaid expenses	9,584	7,270
Deferred tax assets, net	34,895	42,327
Other current assets	34,869	32,772
Total current assets	532,955	546,471
Property, plant and equipment, net	419,807	352,188
Goodwill	3,376	3,376
Intangible assets, net	26,013	27,421
Deferred tax assets - noncurrent, net	30,618	32,655
Other noncurrent assets, net	25,193	15,991
Total assets	1,037,962	978,102
Current liabilities:
Accounts payable	73,941	79,154
Accrued payroll	33,561	35,965
Other accrued liabilities	13,315	12,128
Total current liabilities	120,817	127,247
Long-term liabilities:
Long-term income tax liability	5,167	7,350
Other long-term liabilities	10,401	9,486
Total liabilities	136,385	144,083
Commitments and contingencies (Note 14)
Stockholders' equity:
Preferred Stock, $0.001 par value, 5,000,000 shares authorized, no shares issued	0	0
Common stock, $0.001 par value, 600,000,000 shares authorized, 164,721,451 and 161,463,280 shares issued and outstanding at July 2, 2011 and December 31, 2010, respectively	165	161
Additional paid-in capital	661,509	622,958
Accumulated other comprehensive income	479	480
Retained earnings	239,424	210,420
Total stockholders' equity	901,577	834,019
Total liabilities and stockholders' equity	$ 1,037,962	$ 978,102

XML



CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) (USD $)	Jul. 02, 2011	Dec. 31, 2010
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	600,000,000	600,000,000
Common stock, shares issued	164,721,451	161,463,280
Common stock, shares outstanding	164,721,451	161,463,280

XML



Business Combinations (Tables)

6 Months Ended

Jul. 02, 2011

Business Combinations [Abstract]

Schedule of Restructuring and Related Costs

The following table summarizes the charges taken as part of the restructuring plan during the six months ended July 2, 2011:

	Lease abandonment costs			Total
Balance at December 31, 2010	$	1,118		$	1,118
Payments	(1,118		)	(1,118		)
Balance at July 2, 2011	$	—		$	—

XML



Document and Entity Information	6 Months Ended
	Jul. 02, 2011	Aug. 02, 2011
Document and Entity Information
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jul. 02, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2
Trading Symbol	TQNT
Entity Registrant Name	TRIQUINT SEMICONDUCTOR INC
Entity Central Index Key	0000913885
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding		164,780,020

XML



Inventories (Tables)

6 Months Ended

Jul. 02, 2011

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventories, stated at the lower of cost or market, consisted of the following:

	July 2, 2011		December 31, 2010
Inventories:
Raw materials	$	30,717	$	23,668
Work-in-process	70,916		56,998
Finished goods	35,725		20,791
Total inventories	$	137,358	$	101,457

XML



Comprehensive Income

6 Months Ended

Jul. 02, 2011

Stockholders' Equity Note [Abstract]

Comprehensive Income

Comprehensive Income

The components of other comprehensive income were as follows:

	Three Months Ended					Six Months Ended
	July 2, 2011			July 3, 2010		July 2, 2011			July 3, 2010
Net income	$	16,565		$	22,459	$	29,004		$	36,168
Other comprehensive (loss) gain:
Net unrealized (loss) gain on available for sale investments	(4		)	28		(1		)	(3		)
Comprehensive income	$	16,561		$	22,487	$	29,003		$	36,165

XML



Property, Plant and Equipment (Tables)

6 Months Ended

Jul. 02, 2011

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, plant and equipment for operations consisted of the following:

	July 2, 2011			December 31, 2010
Land	$	19,691		$	19,691
Buildings	92,935			92,769
Leasehold improvements	15,783			13,403
Machinery and equipment	484,969			446,805
Furniture and fixtures	6,203			6,120
Computer equipment and software	41,907			38,849
Assets in process	140,350			92,367
Total property, plant and equipment, gross	801,838			710,004
Accumulated depreciation	(382,031		)	(357,816		)
Total property, plant and equipment, net	$	419,807		$	352,188

Schedule of Depreciation Expense

The Company reported depreciation expense as follows:

	Three Months Ended				Six Months Ended
	July 2, 2011		July 3, 2010		July 2, 2011		July 3, 2010
Depreciation expense	$	14,277	$	11,984	$	28,021	$	23,629

XML



Stock-Based Compensation - Option Transactions (Details) (USD $) In Thousands, except Per Share data	6 Months Ended
	Jul. 02, 2011
Options Outstanding [Roll Forward]
Options outstanding at the beginning of the period (shares)	28,436
Options outstanding at the beginning of the period (weighted-average exercise price per share)	$ 6.03
Options granted (shares)	4,979
Options granted (weighted-average exercise price per share)	$ 12.67
Options exercised (shares)	(2,489)
Options exercised (weighted-average exercise price per share)	$ 6.63
Options forfeited (shares)	(465)
Options forfeited (weighted-average exercise price per share)	$ 18.14
Options outstanding at the end of the period (shares)	30,461
Options outstanding at the end of the period (weighted-average exercise price per share)	$ 6.88

XML



Inventories (Details) (USD $) In Thousands	Jul. 02, 2011	Dec. 31, 2010
Inventory Disclosure [Abstract]
Raw Materials	$ 30,717	$ 23,668
Work in Process	70,916	56,998
Finished Goods	35,725	20,791
Total inventories	$ 137,358	$ 101,457

XML



Comprehensive Income (Tables)

6 Months Ended

Jul. 02, 2011

Stockholders' Equity Note [Abstract]

Changes in Components of Other Comprehensive Income Table

The components of other comprehensive income were as follows:

	Three Months Ended					Six Months Ended
	July 2, 2011			July 3, 2010		July 2, 2011			July 3, 2010
Net income	$	16,565		$	22,459	$	29,004		$	36,168
Other comprehensive (loss) gain:
Net unrealized (loss) gain on available for sale investments	(4		)	28		(1		)	(3		)
Comprehensive income	$	16,561		$	22,487	$	29,003		$	36,165

XML



Stock-Based Compensation

6 Months Ended

Jul. 02, 2011

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-based Compensation

Stock-Based Compensation

Stock-based compensation expense consists of vesting grants of employee and director stock options and the employee stock purchase program ("ESPP"). The table below summarizes the stock-based compensation expense for the three and six months ended July 2, 2011 and July 3, 2010:

	Three Months Ended				Six Months Ended
	July 2, 2011		July 3, 2010		July 2, 2011		July 3, 2010
Stock-based compensation expense:
Cost of goods sold	$	1,585	$	1,129	$	2,804	$	2,085
Research, development and engineering	2,275		1,722		4,062		3,122
Selling, general and administrative	3,441		1,779		5,340		3,075
Total stock-based compensation expense included in income from operations	$	7,301	$	4,630	$	12,206	$	8,282

Stock Option Plans

The following summarizes the Company’s stock option transactions for the six months ended July 2, 2011:

	Six months ended
	July 2, 2011
	Shares (in thousands)		Weighted- average exercise price per share
Outstanding at December 31, 2010	28,436		$	6.03
Granted	4,979		12.67
Exercised	(2,489	)	6.63
Forfeitures	(465	)	18.14
Outstanding at July 2, 2011	30,461		$	6.88

ESPP

Employees participating in the ESPP authorize the Company to withhold compensation and to use the withheld amounts to purchase shares of the Company's common stock at a discount.

The table below summarizes the ESPP common stock purchases for the three and six months ended July 2, 2011 and July 3, 2010.

	Three Months Ended		Six Months Ended
	July 2, 2011	July 3, 2010	July 2, 2011	July 3, 2010
Shares purchased (in thousands)	769	941	769	941

XML



Fair Value of Financial Instruments

6 Months Ended

Jul. 02, 2011

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company accounts for its assets utilizing a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs have created the following fair-value hierarchy:

• Level 1—Quoted prices for identical instruments in active markets;

• Level 2—Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

• Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

							Fair Value Measurements as of
	Carrying Amount		Total Fair Value				July 2, 2011
					Cash		Level 1		Level 2		Level 3
Measured on a recurring basis:
Assets:
Cash	$	19,214	$	19,214	$	19,214	$	—	$	—	$	—
Cash equivalents	117,031		117,031		—		82,434		34,597		—
Short-term—marketable securities	44,610		44,610		—		4,419		40,191		—
Non-qualified deferred compensation plan	3,677		3,677		—		3,677		—		—
Total	$	184,532	$	184,532	$	19,214	$	90,530	$	74,788	$	—
Liabilities:
Earnout payment liability	$	747	$	747	$	—	$	—	$	—	$	747
Non-qualified deferred compensation plan	3,677		3,677		—		3,677		—		—
Total	$	4,424	$	4,424	$	—	$	3,677	$	—	$	747
							Fair Value Measurements as of
	Carrying Amount		Total Fair Value				December 31, 2010
					Cash		Level 1		Level 2		Level 3
Measured on a recurring basis:
Assets:
Cash	$	72,422	$	72,422	$	72,422	$	—	$	—	$	—
Cash equivalents	120,042		120,042		—		120,042		—		—
Short-term—marketable securities	31,192		31,192		—		4,822		26,370		—
Non-qualified deferred compensation plan	2,971		2,971		—		2,971		—		—
Total	$	226,627	$	226,627	$	72,422	$	127,835	$	26,370	$	—
Liabilities:
Earnout payment liability	$	1,365	$	1,365	$	—	$	—	$	—	$	1,365
Non-qualified deferred compensation plan	2,971		2,971		—		2,971		—		—
Total	$	4,336	$	4,336	$	—	$	2,971	$	—	$	1,365

The instruments classified as Level 1 are measured at fair value using statement value and quoted market prices. The investments classified as Level 2 were valued using quoted prices for similar instruments in markets that are not active since identical instruments were not available. The Company determines the hierarchy levels at the end of each quarter.

The non-qualified deferred compensation plan provides eligible employees and members of the Board of Directors with the opportunity to defer a specified percentage of their cash compensation. The Company includes the asset deferred by the participants in the “Other noncurrent assets, net” line item of its consolidated balance sheet and the Company’s obligation to deliver the deferred compensation in the “Other long-term liabilities” line item on its consolidated balance sheet.

On July 2, 2011, the Company remeasured the fair value of the Level 3 earnout payment liability and revised its estimate that resulted in a reduction in the liability of $681. The change in estimate was recorded to selling, general and administrative expenses. The Company used an income based method to measure the fair value of this liability. The earnout payment liability resulted from the acquisition of TriAccess Technologies, Inc. ("TA") on September 3, 2009 and represents an obligation to pay up to $5,000 to the former TA shareholders over three years.

Ending earnout payment liability at December 31, 2010	$	1,365
Accretion	63
Change in estimate	(681		)
Ending earnout payment liability at July 2, 2011	$	747

XML



Net Income Per Share (Details) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jul. 02, 2011	Jul. 03, 2010	Jul. 02, 2011	Jul. 03, 2010
Earnings Per Share Reconciliation [Abstract]
Net income	$ 16,565	$ 22,459	$ 29,004	$ 36,168
Shares for net income (loss) per share:
Weighted-average shares outstanding—Basic	164,110	154,938	163,257	154,244
Dilutive securities	9,408	6,624	9,965	6,263
Weighted-average shares outstanding—Diluted	173,518	161,562	173,222	160,507

XML



Property, Plant and Equipment

6 Months Ended

Jul. 02, 2011

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant and Equipment

Property, plant and equipment for operations consisted of the following:

	July 2, 2011			December 31, 2010
Land	$	19,691		$	19,691
Buildings	92,935			92,769
Leasehold improvements	15,783			13,403
Machinery and equipment	484,969			446,805
Furniture and fixtures	6,203			6,120
Computer equipment and software	41,907			38,849
Assets in process	140,350			92,367
Total property, plant and equipment, gross	801,838			710,004
Accumulated depreciation	(382,031		)	(357,816		)
Total property, plant and equipment, net	$	419,807		$	352,188

The Company reported depreciation expense as follows:

	Three Months Ended				Six Months Ended
	July 2, 2011		July 3, 2010		July 2, 2011		July 3, 2010
Depreciation expense	$	14,277	$	11,984	$	28,021	$	23,629

XML



Commitments and Contingencies

6 Months Ended

Jul. 02, 2011

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Legal Matters

On July 23, 2009, the Company filed a complaint in the United States District Court for the District of Arizona against Avago Technologies Limited, Avago Technologies U.S., and Avago Technologies Wireless IP (collectively, “Avago”). The Company’s complaint seeks a declaration that four Avago patents are invalid and that none of TriQuint products infringe upon them. The Company’s complaint also alleges that three Avago products infringe upon certain of TriQuint’s U.S. patents.

Avago filed an answer and counterclaims on September 17, 2009. Avago’s answer and counterclaims denies the Company’s patent infringement allegations, and alleges that certain of the Company’s products infringe upon ten of Avago’s U.S. patents and seeks unspecified damages and injunctive relief. In response to Avago’s answer and counterclaims, the Company filed an answer and counterclaims on October 16, 2009. The Company’s answer and counterclaims denies Avago’s patent infringement allegations, and alleges that Avago engaged in anticompetitive conduct in violation of U.S. antitrust laws, through its acquisition of the bulk acoustic wave (“BAW”) business of Infineon Technologies, Inc. (“Infineon”) and a series of acquisitions of BAW-related patents from Infineon and other companies, and through other anticompetitive conduct in the market. On March 5, 2010, Avago filed an amended answer and counterclaims asserting violation of the California Uniform Trade Secret Act and, per the court’s order, the Company simultaneously filed an amended complaint, answer and counter-claim. Avago’s trade secret allegations relate to Infineon information included in Avago’s acquisition of Infineon’s BAW division and TriQuint’s employment of two former Infineon employees. On April 5, 2010, the Company filed an answer to Avago’s amended answer and counterclaims, in which the Company denied Avago’s allegations regarding violation of the California Uniform Trade Secret Act. Following further motion practice, on August 4, 2010 TriQuint filed its First Amended complaint and on August 26, 2010 Avago filed its answer and counterclaims expanding its patent and trade secret claims to include copyright infringement. On September 16, 2010, TriQuint submitted its answer, in which the Company denied Avago’s allegations. On December 14, 2010, the Court held a claim construction hearing and on January 12, 2011, the Court issued its claim construction ruling. Fact discovery has closed in the case, but expert discovery is ongoing. The Court has not set a trial date for the case. At this time, the Company does not believe it is possible to estimate the outcome of the litigation.

XML



Goodwill and Other Acquisition-Related Intangible Assets

3 Months Ended

Apr. 02, 2011

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Acquisition-Related Intangibles

Goodwill and Other Acquisition-Related Intangible Assets

The Company is required to perform an impairment analysis on its goodwill at least annually, or when events and circumstances warrant. Conditions that would trigger an impairment assessment, include, but are not limited to, a significant adverse change in legal factors or in the business climate that could affect the value of an asset or an adverse action or assessment by a regulator. The Company is considered one reporting unit. As a result, to determine whether or not goodwill may be impaired, the Company compares its book value to its market capitalization. If the trading price of the Company’s common stock as adjusted for factors such as a control premium, is below the book value per share at the date of the annual impairment test or if the average trading price of the Company’s common stock is below book value per share for a sustained period, a goodwill impairment test will be performed by comparing book value to estimated market value. If the comparison of book value to estimated market value indicates impairment, then the Company compares the implied fair value of goodwill to its carrying amount in a manner similar to a purchase price allocation for a business combination. If the carrying amount of goodwill exceeds its implied fair value, an impairment loss is recognized equal to that excess.

Unless indicators warrant testing at an earlier date, the Company performs its annual goodwill impairment test in the fourth quarter of each year. During the three and six months ended July 2, 2011, there were no impairments recorded or impairment indicators present.

Information regarding the Company’s acquisition-related intangible assets is as follows:

		As of July 2, 2011							December 31, 2010
	Useful Life (Years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Goodwill		$	3,376	$	—		$	3,376	$	3,376	$	—		$	3,376
Amortizing intangible assets
In process research and development	3-5	850		(153		)	697		600		(50		)	550
Patents, trademarks and other	2-15	49,653		(25,452		)	24,201		48,053		(22,547		)	25,506
		50,503		(25,605		)	24,898		48,653		(22,597		)	26,056
Non-amortizing intangible assets
In process research and development		1,115		—			1,115		1,365		—			1,365
Total goodwill and intangible assets		$	54,994	$	(25,605	)	$	29,389	$	53,394	$	(22,597	)	$	30,797

Amortization expense related to intangible assets is as follows:

	Three Months Ended				Six Months Ended
	July 2, 2011		July 3, 2010		July 2, 2011		July 3, 2010
Amortization expense	$	1,511	$	1,492	$	3,008	$	2,978

The changes in the gross carrying amount of goodwill and intangible assets are as follows:

	Goodwill and Intangible Assets
	Goodwill		In process research and development- non-amortizing			In process research and development- amortizing		Patents, trademarks and other		Total
Balance as of December 31, 2010	$	3,376	$	1,365		$	600	$	48,053	$	53,394
Additions (deductions) during the period	—		(250		)	250		1,600		1,600
Balance as of July 2, 2011	$	3,376	$	1,115		$	850	$	49,653	$	54,994

The Company’s patents, trademarks and other intangible assets are being amortized over a period of two to fifteen years. During the six months ended July 2, 2011 a product line that was included in non-amortizing in process research and development ("IPR&D") reached technological feasibility. As a result, the Company transferred $250 to amortizing IPR&D and began amortizing this amount over a period of 3 years. During the three and six months ended July 3, 2010, no other product line reached technological feasibility or was abandoned and written off. During the three months ended July 2, 2011, the Company purchased patents for $1,600 which will be amortized over a period of eleven years. The Company did not have a similar acquisition during the three and six months ended July 3, 2010.

XML



Fair Value of Financial Instruments - Earnout Payment Liability (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jul. 02, 2011
Triaccess Technologies [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Earnout Payment Liability	$ 5,000
Contingent Consideration Period (years)	3
Earnout Payment Liability [Member]
Details of Level 3 fair value measurements
Earnout Payment Liability - beginning of period	1,365
Accretion	63
Restructuring Reserve, Accrual Adjustment, Change in Estimate	(681)
Earnout Payment Liability - end of period	$ 747

XML



Inventories

6 Months Ended

Jul. 02, 2011

Inventory Disclosure [Abstract]

Inventories

Inventories

Inventories, stated at the lower of cost or market, consisted of the following:

	July 2, 2011		December 31, 2010
Inventories:
Raw materials	$	30,717	$	23,668
Work-in-process	70,916		56,998
Finished goods	35,725		20,791
Total inventories	$	137,358	$	101,457

XML



Basis of Presentation

6 Months Ended

Jul. 02, 2011

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). Certain reclassifications have been made to prior period balances in order to conform to the current period presentation. However, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed, or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In addition, the preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. For TriQuint Semiconductor, Inc. (the “Company”), the accounting estimates requiring management’s most difficult and subjective judgments include revenue recognition, the valuation of inventory, the accounting for income taxes and the accounting for stock-based compensation. In the opinion of management, the condensed consolidated financial statements include all material adjustments, consisting only of normal, recurring adjustments, necessary for the fair presentation of the results of the interim periods presented. These condensed consolidated financial statements should be read in conjunction with the audited financial statements of the Company as of and for the fiscal year ended December 31, 2010, included in the Company’s 2010 Annual Report on Form 10-K filed with the SEC on February 24, 2011.

XML



Investments in Cash Equivalents and Marketable Securities

6 Months Ended

Jul. 02, 2011

Investments, Debt and Equity Securities [Abstract]

Investments in Cash Equivalents and Marketable Securities

Investments in Cash Equivalents and Marketable Securities

As of July 2, 2011 all short-term investments are classified as available-for-sale and have maturity dates of less than one year. All unrealized gains and losses on available-for-sale investments are included in other comprehensive income. The cost, net unrealized holding gains, net unrealized holding losses and fair value of available-for-sale investments by types and classes of security at July 2, 2011 consisted of the following:

At July 2, 2011	Cost		Net unrealized holding gains		Net unrealized holding losses		Fair Value
Available-for-sale-included in cash equivalents:
Corporate debt securities	$	34,597	$	—	$	—	$	34,597
Money market funds and other	82,434		—		—		82,434
Available-for-sale-included in short-term marketable securities:
Municipal notes	30,495		—		—		30,495
U.S. government-sponsored enterprise securities	8,420		—		—		8,420
U.S. treasury securities	4,057		2		—		4,059
Corporate debt securities	1,276		—		—		1,276
Certificates of deposit	360		—		—		360
	$	161,639	$	2	$	—	$	161,641

The cost, net unrealized holding gains, net unrealized holding losses and fair value of available-for-sale investments by types and classes of security at December 31, 2010 consisted of the following:

At December 31, 2010	Cost		Net unrealized holding gains		Net unrealized holding losses			Fair Value
Available-for-sale-included in cash equivalents:
U.S. treasury securities	$	5,500	$	—	$	—		$	5,500
Certificates of deposit	325		—		—			325
Money market funds and other	114,217		—		—			114,217
Available-for-sale-included in short-term marketable securities:
U.S. treasury securities	3,115		—		(2		)	3,113
U.S. government-sponsored enterprise securities	26,366		4		—			26,370
Certificate of deposits	1,709		—		—			1,709
	$	151,232	$	4	$	(2	)	$	151,234

The contractual maturities of investments as of July 2, 2011 and December 31, 2010 were all due or callable in one year or less.

Investments are considered to be impaired when a decline in fair value is judged to be other-than-temporary. The Company employs a methodology that reviews specific securities in evaluating potential impairment of its investments. In the event that the cost of an investment exceeds its fair value, the Company evaluates, among other factors, the Company’s intent and ability to hold the investment and extent to which the fair value is less than cost; the financial health of and business outlook for the issuer; and operational and financing cash flow factors. At July 2, 2011, all unrealized holding losses were considered to be temporary as the Company has the ability and intent to hold the investments until a recovery of fair value. During the three and six months ended July 2, 2011 the Company did not record any other-than-temporary impairments on its marketable securities.

XML



Goodwill and Other Acquisition-Related Intangible Assets (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jul. 02, 2011	Jul. 03, 2010	Jul. 02, 2011	Jul. 03, 2010	Dec. 31, 2010
Goodwill And Finite And Indefinite Lived Intangible Assets [Line Items]
Goodwill Gross	$ 3,376		$ 3,376		$ 3,376
Goodwill, Impairment Loss			0
Goodwill	3,376		3,376		3,376
Finite-Lived Intangible Assets, Gross	50,503		50,503		48,653
Finite-Lived Intangible Assets, Accumulated Amortization	(25,605)		(25,605)		(22,597)
Finite-Lived Intangible Assets, Net	24,898		24,898		26,056
Intangible Assets Gross Including Goodwill	54,994		54,994		53,394
Intangible Assets Net Including Goodwill	29,389		29,389		30,797
Amortization of Intangible Assets	1,511	1,492	3,008	2,978
Change in Gross Goodwill and Intangible Assets			1,600
In Process Research And Development [Member]
Goodwill And Finite And Indefinite Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	850		850		600
Finite-Lived Intangible Assets, Accumulated Amortization	(153)		(153)		(50)
Finite-Lived Intangible Assets, Net	697		697		550
Change in Gross Goodwill and Intangible Assets			250
Finite-Lived Intangible Assets, Useful Life (years)			3
Intangible asset amortization period - minimum (in years)			3
Intangible asset amortization period - maximum (in years)			5
Patents Trademarks And Other [Member]
Goodwill And Finite And Indefinite Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	49,653		49,653		48,053
Finite-Lived Intangible Assets, Accumulated Amortization	(25,452)		(25,452)		(22,547)
Finite-Lived Intangible Assets, Net	24,201		24,201		25,506
Change in Gross Goodwill and Intangible Assets			1,600
Intangible asset amortization period - minimum (in years)			2
Intangible asset amortization period - maximum (in years)			15
Goodwill [Member]
Goodwill And Finite And Indefinite Lived Intangible Assets [Line Items]
Change in Gross Goodwill and Intangible Assets			0
In Process Research And Development Non Amortizing [Member]
Goodwill And Finite And Indefinite Lived Intangible Assets [Line Items]
Indefinite-lived Intangible Assets	1,115		1,115		1,365
Change in Gross Goodwill and Intangible Assets			(250)
Patents [Member]
Goodwill And Finite And Indefinite Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Useful Life (years)	11
Payments to Acquire Intangible Assets	$ 1,600

XML



Fair Value of Financial Instruments (Details) (USD $) In Thousands	Jul. 02, 2011	Dec. 31, 2010
Assets:
Cash	$ 19,214	$ 72,422
Cash equivalents	117,031	120,042
Short-term—marketable securities	44,610	31,192
Non-qualified Deferred Compensation Plan	3,677	2,971
Total	184,532	226,627
Liabilities:
Earnout Payment Liability	747	1,365
Non-qualified Deferred Compensation Plan	3,677	2,971
Total	4,424	4,336
Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Assets:
Cash	0	0
Cash equivalents	82,434	120,042
Short-term—marketable securities	4,419	4,822
Non-Qualified Deferred Compensation Plan	3,677	2,971
Total	90,530	127,835
Liabilities:
Earnout Payment Liability	0	0
Non-Qualified Deferred Compensation Plan	3,677	2,971
Total	3,677	2,971
Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Assets:
Cash	0	0
Cash equivalents	34,597	0
Short-term—marketable securities	40,191	26,370
Non-Qualified Deferred Compensation Plan	0	0
Total	74,788	26,370
Liabilities:
Earnout Payment Liability	0	0
Non-Qualified Deferred Compensation Plan	0	0
Total	0	0
Level 3 [Member] | Fair Value, Measurements, Recurring [Member]
Assets:
Cash		0
Cash equivalents	0	0
Short-term—marketable securities	0	0
Non-Qualified Deferred Compensation Plan	0	0
Total	0	0
Liabilities:
Earnout Payment Liability	747	1,365
Non-Qualified Deferred Compensation Plan	0	0
Total	747	1,365
Estimate of Fair Value, Fair Value Disclosure [Member] | Fair Value, Measurements, Recurring [Member]
Assets:
Cash	19,214	72,422
Cash equivalents	117,031	120,042
Short-term—marketable securities	44,610	31,192
Non-Qualified Deferred Compensation Plan	3,677	2,971
Total	184,532	226,627
Liabilities:
Earnout Payment Liability	747	1,365
Non-Qualified Deferred Compensation Plan	3,677	2,971
Total	$ 4,424	$ 4,336

XML



Business Combinations

6 Months Ended

Jul. 02, 2011

Business Combinations [Abstract]

Business Combinations

Business Combinations

WJ Communications, Inc. (“WJ”)

As part of its acquisition of WJ, the Company committed to a restructuring plan to consolidate facilities in San Jose, California and China and to reduce certain redundant positions in the WJ operations as a result of the acquisition. All payments related to this restructuring were completed during the six months ended July 2, 2011.

The following table summarizes the charges taken as part of the restructuring plan during the six months ended July 2, 2011:

	Lease abandonment costs			Total
Balance at December 31, 2010	$	1,118		$	1,118
Payments	(1,118		)	(1,118		)
Balance at July 2, 2011	$	—		$	—

XML



Stock-Based Compensation (Details) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jul. 02, 2011	Jul. 03, 2010	Jul. 02, 2011	Jul. 03, 2010
Stock-Based Compensation Expense Allocation [Line Items]
Stock-based Compensation Expense	$ 7,301	$ 4,630	$ 12,206	$ 8,282
Cost of Goods Sold [Member]
Stock-Based Compensation Expense Allocation [Line Items]
Stock-based Compensation Expense	1,585	1,129	2,804	2,085
Research and Development Expense [Member]
Stock-Based Compensation Expense Allocation [Line Items]
Stock-based Compensation Expense	2,275	1,722	4,062	3,122
Selling, General And Administrative [Member]
Stock-Based Compensation Expense Allocation [Line Items]
Stock-based Compensation Expense	$ 3,441	$ 1,779	$ 5,340	$ 3,075

XML



Goodwill and Other Acquisition-Related Intangible Assets (Tables)

6 Months Ended

Jul. 02, 2011

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets and Goodwill

Information regarding the Company’s acquisition-related intangible assets is as follows:

		As of July 2, 2011							December 31, 2010
	Useful Life (Years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Goodwill		$	3,376	$	—		$	3,376	$	3,376	$	—		$	3,376
Amortizing intangible assets
In process research and development	3-5	850		(153		)	697		600		(50		)	550
Patents, trademarks and other	2-15	49,653		(25,452		)	24,201		48,053		(22,547		)	25,506
		50,503		(25,605		)	24,898		48,653		(22,597		)	26,056
Non-amortizing intangible assets
In process research and development		1,115		—			1,115		1,365		—			1,365
Total goodwill and intangible assets		$	54,994	$	(25,605	)	$	29,389	$	53,394	$	(22,597	)	$	30,797

Schedule of Intangible Asset Amortization

Amortization expense related to intangible assets is as follows:

	Three Months Ended				Six Months Ended
	July 2, 2011		July 3, 2010		July 2, 2011		July 3, 2010
Amortization expense	$	1,511	$	1,492	$	3,008	$	2,978

Schedule of Changes In Gross Goodwill And Intangibles

The changes in the gross carrying amount of goodwill and intangible assets are as follows:

	Goodwill and Intangible Assets
	Goodwill		In process research and development- non-amortizing			In process research and development- amortizing		Patents, trademarks and other		Total
Balance as of December 31, 2010	$	3,376	$	1,365		$	600	$	48,053	$	53,394
Additions (deductions) during the period	—		(250		)	250		1,600		1,600
Balance as of July 2, 2011	$	3,376	$	1,115		$	850	$	49,653	$	54,994

XML



Investments in Cash Equivalents and Marketable Securities (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended	12 Months Ended
	Jul. 02, 2011	Jul. 02, 2011	Dec. 31, 2010
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Amortized Cost Basis	$ 161,639	$ 161,639	$ 151,232
Available For Sale Securities Net Unrealized Gains		2	4
Available For Sale Securities Net Unrealized Losses		0	(2)
Available-for-sale Securities	161,641	161,641	151,234
Available-for-sale Securities, Other Disclosure Items [Abstract]
Maximum Term Of Available For Sale Securities	1	1	1
Marketable Securities, Realized Loss, Other than Temporary Impairments, Amount	0	0
Cash Equivalents [Member] | Corporate Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Amortized Cost Basis	34,597	34,597
Available For Sale Securities Net Unrealized Gains		0
Available For Sale Securities Net Unrealized Losses		0
Available-for-sale Securities	34,597	34,597
Cash Equivalents [Member] | Money Market Funds [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Amortized Cost Basis	82,434	82,434	114,217
Available For Sale Securities Net Unrealized Gains		0	0
Available For Sale Securities Net Unrealized Losses		0	0
Available-for-sale Securities	82,434	82,434	114,217
Cash Equivalents [Member] | US Treasury Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Amortized Cost Basis			5,500
Available For Sale Securities Net Unrealized Gains			0
Available For Sale Securities Net Unrealized Losses			0
Available-for-sale Securities			5,500
Cash Equivalents [Member] | Certificates of Deposit [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Amortized Cost Basis			325
Available For Sale Securities Net Unrealized Gains			0
Available For Sale Securities Net Unrealized Losses			0
Available-for-sale Securities			325
Short Term Marketable Securities [Member] | Corporate Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Amortized Cost Basis	1,276	1,276
Available For Sale Securities Net Unrealized Gains		0
Available For Sale Securities Net Unrealized Losses		0
Available-for-sale Securities	1,276	1,276
Short Term Marketable Securities [Member] | Municipal Notes [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Amortized Cost Basis	30,495	30,495
Available For Sale Securities Net Unrealized Gains		0
Available For Sale Securities Net Unrealized Losses		0
Available-for-sale Securities	30,495	30,495
Short Term Marketable Securities [Member] | US Government-sponsored Enterprises Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Amortized Cost Basis	8,420	8,420	26,366
Available For Sale Securities Net Unrealized Gains		0	4
Available For Sale Securities Net Unrealized Losses		0	0
Available-for-sale Securities	8,420	8,420	26,370
Short Term Marketable Securities [Member] | US Treasury Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Amortized Cost Basis	4,057	4,057	3,115
Available For Sale Securities Net Unrealized Gains		2	0
Available For Sale Securities Net Unrealized Losses		0	(2)
Available-for-sale Securities	4,059	4,059	3,113
Short Term Marketable Securities [Member] | Certificates of Deposit [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Amortized Cost Basis	360	360	1,709
Available For Sale Securities Net Unrealized Gains		0	0
Available For Sale Securities Net Unrealized Losses		0	0
Available-for-sale Securities	$ 360	$ 360	$ 1,709

XML



Bank Line (Details) (USD $) In Thousands, unless otherwise specified	1 Months Ended	3 Months Ended	6 Months Ended
	Sep. 30, 2010	Jul. 02, 2011	Jul. 02, 2011	Dec. 31, 2010
Line of Credit Facility [Line Items]
Line Of Credit Facility Maximum Extension Period (years)			1
Lenders Credit Agreement [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Expiration Date			9/30/2013
Line of Credit Facility, Maximum Borrowing Capacity	$ 200,000
Line of Credit Facility, Covenant Terms	The Agreement requires the Company to maintain ratios defined in the Agreement, which include a consolidated total leverage ratio as of the end of any fiscal quarter not in excess of 2.50 to 1.00, a consolidated liquidity ratio of at least 1.25 to 1.00 and a consolidated interest coverage ratio at a minimum of 3.00 to 1.00.
Line of Credit Facility, Maximum Total Leverage Ratio Allowed			2.50
Line of Credit Facility, Minimum Consolidated Liquidity Ratio Required			1.25
Line of Credit Facility, Minimum Consolidated Interest Coverage Ratio Required			3
Line of Credit Facility, Amount Outstanding		0	0	0
Interest Cost		$ 0	$ 0
Eurodollar Rate Loan [Member]
Line of Credit Facility [Line Items]
Line of Credit Interest Rate Floor		2.50%	2.50%
Line of Credit Interest Rate Cap		3.00%	3.00%
Base Rate Loan [Member]
Line of Credit Facility [Line Items]
Line of Credit Interest Rate Floor		1.50%	1.50%
Line of Credit Interest Rate Cap		2.00%	2.00%
Bank of America Credit Agreement [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Interest Rate Description	The Applicable Rate for Eurodollar Rate loans is based on the Company’s consolidated total leverage ratio (as defined in the Agreement) and is subject to a floor of 2.50% per annum and a cap of 3.00% per annum. Base Rate loans bear interest at a rate equal to the higher of the federal funds rate plus 0.50%, the prime rate of the Lender plus the Applicable Rate or the Eurodollar Base Rate plus 1.0%. The Applicable Rate for Base Rate loans is subject to a floor of 1.50% per annum and a cap of 2.00% per annum.

XML



Income Taxes (Tables)

6 Months Ended

Jul. 02, 2011

Income Tax Disclosure [Abstract]

Schedule of Unrecognized Tax Benefits

Net unrecognized tax benefits at July 2, 2011 and December 31, 2010 were as follows:

	July 2, 2011		December 31, 2010
Net unrecognized tax benefits	$	5,167	$	7,350

XML



Income Taxes

6 Months Ended

Jul. 02, 2011

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The Company recorded tax expense of $4,990 and $12,676 for the three and six months ended July 2, 2011 and tax expense of $4,268 and $3,495 for the three and six months ended July 3, 2010. The tax expense for the three and six months ended July 2, 2011 and July 3, 2010 primarily resulted from United States ("U.S.") federal and state taxes.

No provision has been made for U.S., state or additional foreign income taxes related to approximately $108,700 of undistributed earnings of foreign subsidiaries which have been, or are intended to be permanently reinvested outside of the U.S. It is not practicable to determine the U.S. federal income tax liability, if any, which would be payable if such earnings were not permanently reinvested outside of the U.S. In the event the foreign subsidiaries repatriate these earnings, the earnings may be subject to U.S. federal and state income taxes.

Subject to meeting certain employment and investment requirements at its Costa Rican facility, the Company was granted a 100% income tax exemption through March 2017.

Deferred Income Taxes

As of July 2, 2011, deferred tax assets of $65,513, net of an $11,645 valuation allowance, were recorded on the balance sheet. As of December 31, 2010, the Company recorded deferred tax assets of $74,982, net of a valuation allowance of $11,391.

The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more-likely-than-not to be realized. Due to strong results and increased confidence that it will continue to generate taxable income into the foreseeable future, the Company released a majority of the valuation allowance on the deferred tax assets during 2010. The Company continues to maintain a valuation allowance against the tax effect of all capital loss carryforwards and certain state net operating loss carryforwards, as management does not believe it is more likely than not that these benefits will be realized in future periods.

Unrecognized Tax Benefits

In the six months ended July 2, 2011, net unrecognized tax benefits decreased $2,183 primarily as a result of the release of certain previously recorded tax liabilities due to the expiration of statute of limitations. The Company's additional unrecognized tax benefits anticipated to be released due to the expiration of statute of limitations on or before December 31, 2011 total $4,984. Interest and penalties associated with unrecognized tax benefits are accrued and classified as a component of tax expense on the statement of income. No other changes to the unrecognized tax benefits are anticipated within the next twelve months.

Net unrecognized tax benefits at July 2, 2011 and December 31, 2010 were as follows:

	July 2, 2011		December 31, 2010
Net unrecognized tax benefits	$	5,167	$	7,350

XML



Net Income Per Share

6 Months Ended

Jul. 02, 2011

Earnings Per Share [Abstract]

Net Income Per Share

Net Income Per Share

Net income per share is presented as basic and diluted net income per share. Basic net income per share is net income available to common stockholders divided by the weighted-average number of common shares outstanding. Diluted net income per share is similar to basic net income per share, except that the denominator includes potential common shares that, had they been issued, would have had a dilutive effect.

The following is a reconciliation of the basic and diluted shares:

	Three Months Ended				Six Months Ended
	July 2, 2011		July 3, 2010		July 2, 2011		July 3, 2010
Net income (in thousands):	$	16,565	$	22,459	$	29,004	$	36,168
Shares for net income per share:
Weighted-average shares outstanding—Basic	164,110		154,938		163,257		154,244
Dilutive securities	9,408		6,624		9,965		6,263
Weighted-average shares outstanding—Diluted	173,518		161,562		173,222		160,507

The following options were excluded from the calculation as their effect would have been antidilutive (in thousands):

	Three Months Ended		Six Months Ended
	July 2, 2011	July 3, 2010	July 2, 2011	July 3, 2010
Antidilutive securities	5,663	16,196	3,524	14,457

XML



Fair Value of Financial Instruments (Tables)

6 Months Ended

Jul. 02, 2011

Fair Value Disclosures [Abstract]

Schedule Of Fair Value Assets And Liabilities Measured On Recurring Basis Table [Text Block]

							Fair Value Measurements as of
	Carrying Amount		Total Fair Value				July 2, 2011
					Cash		Level 1		Level 2		Level 3
Measured on a recurring basis:
Assets:
Cash	$	19,214	$	19,214	$	19,214	$	—	$	—	$	—
Cash equivalents	117,031		117,031		—		82,434		34,597		—
Short-term—marketable securities	44,610		44,610		—		4,419		40,191		—
Non-qualified deferred compensation plan	3,677		3,677		—		3,677		—		—
Total	$	184,532	$	184,532	$	19,214	$	90,530	$	74,788	$	—
Liabilities:
Earnout payment liability	$	747	$	747	$	—	$	—	$	—	$	747
Non-qualified deferred compensation plan	3,677		3,677		—		3,677		—		—
Total	$	4,424	$	4,424	$	—	$	3,677	$	—	$	747
							Fair Value Measurements as of
	Carrying Amount		Total Fair Value				December 31, 2010
					Cash		Level 1		Level 2		Level 3
Measured on a recurring basis:
Assets:
Cash	$	72,422	$	72,422	$	72,422	$	—	$	—	$	—
Cash equivalents	120,042		120,042		—		120,042		—		—
Short-term—marketable securities	31,192		31,192		—		4,822		26,370		—
Non-qualified deferred compensation plan	2,971		2,971		—		2,971		—		—
Total	$	226,627	$	226,627	$	72,422	$	127,835	$	26,370	$	—
Liabilities:
Earnout payment liability	$	1,365	$	1,365	$	—	$	—	$	—	$	1,365
Non-qualified deferred compensation plan	2,971		2,971		—		2,971		—		—
Total	$	4,336	$	4,336	$	—	$	2,971	$	—	$	1,365

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

Ending earnout payment liability at December 31, 2010	$	1,365
Accretion	63
Change in estimate	(681		)
Ending earnout payment liability at July 2, 2011	$	747

XML



Property, Plant and Equipment Property, Plant and Equipment (Details) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jul. 02, 2011	Jul. 03, 2010	Jul. 02, 2011	Jul. 03, 2010	Dec. 31, 2010
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 801,838		$ 801,838		$ 710,004
Accumulated Depreciation	(382,031)		(382,031)		(357,816)
Property, plant and equipment, net	419,807		419,807		352,188
Depreciation, Depletion and Amortization [Abstract]
Depreciation expense	14,277	11,984	28,021	23,629
Land [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	19,691		19,691		19,691
Buildings [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	92,935		92,935		92,769
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	15,783		15,783		13,403
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	484,969		484,969		446,805
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	6,203		6,203		6,120
Computer Equipment And Software [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	41,907		41,907		38,849
Assets in Process [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 140,350		$ 140,350		$ 92,367

XML



Stock-Based Compensation (Tables)

6 Months Ended

Jul. 02, 2011

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Stock-Based Compensation

The table below summarizes the stock-based compensation expense for the three and six months ended July 2, 2011 and July 3, 2010:

	Three Months Ended				Six Months Ended
	July 2, 2011		July 3, 2010		July 2, 2011		July 3, 2010
Stock-based compensation expense:
Cost of goods sold	$	1,585	$	1,129	$	2,804	$	2,085
Research, development and engineering	2,275		1,722		4,062		3,122
Selling, general and administrative	3,441		1,779		5,340		3,075
Total stock-based compensation expense included in income from operations	$	7,301	$	4,630	$	12,206	$	8,282

Stock-Based Compensation by Payment Award

The following summarizes the Company’s stock option transactions for the six months ended July 2, 2011:

	Six months ended
	July 2, 2011
	Shares (in thousands)		Weighted- average exercise price per share
Outstanding at December 31, 2010	28,436		$	6.03
Granted	4,979		12.67
Exercised	(2,489	)	6.63
Forfeitures	(465	)	18.14
Outstanding at July 2, 2011	30,461		$	6.88

Schedule of Employee Stock Purchase Plan Activity

The table below summarizes the ESPP common stock purchases for the three and six months ended July 2, 2011 and July 3, 2010.

	Three Months Ended		Six Months Ended
	July 2, 2011	July 3, 2010	July 2, 2011	July 3, 2010
Shares purchased (in thousands)	769	941	769	941

XML



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands	6 Months Ended
	Jul. 02, 2011	Jul. 03, 2010
Cash flows from operating activities:
Net income	$ 29,004	$ 36,168
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	31,029	26,607
Stock-based compensation charges	12,206	8,282
Change in deferred income taxes	9,469	0
Other	(852)	270
Changes in assets and liabilities:
Accounts receivable, net	3,595	(32,878)
Inventories	(35,146)	(9,520)
Other assets	(5,254)	(5,766)
Accounts payable and accrued expenses	(1,674)	12,193
Net cash provided by operating activities	42,377	35,356
Cash flows from investing activities:
Purchase of available-for-sale investments	(21,812)	(40,346)
Maturity/sale of available-for-sale investments	8,394	33,510
Other	1,467	1,000
Capital expenditures	(112,541)	(31,317)
Net cash used in investing activities	(124,492)	(37,153)
Cash flows from financing activities:
Subscription/issuance of common stock, net	23,378	11,503
Excess tax benefit from Stock-based compensation arrangements	2,518	4,648
Net cash provided by financing activities	25,896	16,151
Net (decrease) increase in cash and cash equivalents	(56,219)	14,354
Cash and cash equivalents at beginning of period	192,464	103,579
Cash and cash equivalents at end of period	136,245	117,933
Supplemental disclosures:
Change in timing of payments related to capital expenditures	(16,020)	10,420
Cash paid for income taxes	$ 2,732	$ 399

XML



Investments in Cash Equivalents and Marketable Securities (Tables)

6 Months Ended

Jul. 02, 2011

Investments, Debt and Equity Securities [Abstract]

Available-for-sale Securities

The cost, net unrealized holding gains, net unrealized holding losses and fair value of available-for-sale investments by types and classes of security at July 2, 2011 consisted of the following:

At July 2, 2011	Cost		Net unrealized holding gains		Net unrealized holding losses		Fair Value
Available-for-sale-included in cash equivalents:
Corporate debt securities	$	34,597	$	—	$	—	$	34,597
Money market funds and other	82,434		—		—		82,434
Available-for-sale-included in short-term marketable securities:
Municipal notes	30,495		—		—		30,495
U.S. government-sponsored enterprise securities	8,420		—		—		8,420
U.S. treasury securities	4,057		2		—		4,059
Corporate debt securities	1,276		—		—		1,276
Certificates of deposit	360		—		—		360
	$	161,639	$	2	$	—	$	161,641

The cost, net unrealized holding gains, net unrealized holding losses and fair value of available-for-sale investments by types and classes of security at December 31, 2010 consisted of the following:

At December 31, 2010	Cost		Net unrealized holding gains		Net unrealized holding losses			Fair Value
Available-for-sale-included in cash equivalents:
U.S. treasury securities	$	5,500	$	—	$	—		$	5,500
Certificates of deposit	325		—		—			325
Money market funds and other	114,217		—		—			114,217
Available-for-sale-included in short-term marketable securities:
U.S. treasury securities	3,115		—		(2		)	3,113
U.S. government-sponsored enterprise securities	26,366		4		—			26,370
Certificate of deposits	1,709		—		—			1,709
	$	151,232	$	4	$	(2	)	$	151,234

XML



Stock-Based Compensation - Employee Stock Purchase Program (Details) In Thousands	3 Months Ended		6 Months Ended
	Jul. 02, 2011	Jul. 03, 2010	Jul. 02, 2011	Jul. 03, 2010
Employee Stock Purchase Plan [Abstract]
Shares purchased	769	941	769	941

XML



Net Income Per Share (Tables)

6 Months Ended

Jul. 02, 2011

Earnings Per Share [Abstract]

Schedule of Earnings Per Share Reconciliation Table

The following is a reconciliation of the basic and diluted shares:

	Three Months Ended				Six Months Ended
	July 2, 2011		July 3, 2010		July 2, 2011		July 3, 2010
Net income (in thousands):	$	16,565	$	22,459	$	29,004	$	36,168
Shares for net income per share:
Weighted-average shares outstanding—Basic	164,110		154,938		163,257		154,244
Dilutive securities	9,408		6,624		9,965		6,263
Weighted-average shares outstanding—Diluted	173,518		161,562		173,222		160,507

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following options were excluded from the calculation as their effect would have been antidilutive (in thousands):

	Three Months Ended		Six Months Ended
	July 2, 2011	July 3, 2010	July 2, 2011	July 3, 2010
Antidilutive securities	5,663	16,196	3,524	14,457

XML



Recent Accounting Pronouncements

6 Months Ended

Jul. 02, 2011

Accounting Changes and Error Corrections [Abstract]

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board ("FASB") issued an Accounting Standards Update ("ASU") with regard to the "Presentation of Comprehensive Income." The update is intended to increase the prominence of other comprehensive income in financial statements. The main provisions of the update provide that an entity that reports items of other comprehensive income has the option to present comprehensive income in either one or two consecutive financial statements. A single statement must present the components of net income and total net income, the components of other comprehensive income and total other comprehensive income, and a total for comprehensive income. In a two-statement approach, an entity must present the components of net income and total net income in the first statement. That statement must be immediately followed by a financial statement that presents the components of other comprehensive income, a total for other comprehensive income, and a total for comprehensive income. The option in current GAAP that permits the presentation of other comprehensive income in the statement of changes in equity has been eliminated. The amendments in this update will be applied retrospectively. The update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. While the Company is still evaluating the impact of this standard, the Company does not believe that its adoption will have a material effect on the Company's financial position, results of operations or cash flows. However, once adopted, the standard will change the presentation of the income statement.

XML



Bank Line

3 Months Ended

Apr. 02, 2011

Line of Credit Facility [Abstract]

Bank Line

Bank Line

On September 30, 2010, the Company, the domestic subsidiaries of the Company (the “Guarantors”), Bank of America, N.A., as administrative agent and lender, and Union Bank, N.A., Wells Fargo Bank, N.A., Bank of the West, BBVA Compass Bank and US Bank, as lenders (together with the administrative agent, the “Lenders”), entered into a Credit Agreement (the “Agreement”). The Agreement provides the Company with a three-year unsecured revolving syndicated credit facility of $200,000. The Company’s obligations under the Agreement are jointly and severally guaranteed by the Guarantors.

The Company may elect to borrow at either a Eurodollar Rate or a Base Rate (each as defined in the Agreement). Eurodollar Rate loans bear interest at an amount equal to the sum of a rate per annum calculated from the British Bankers Association London Interbank Offered Rate ("LIBOR") plus a designated percentage per annum (the “Applicable Rate”). The Applicable Rate for Eurodollar Rate loans is based on the Company’s consolidated total leverage ratio (as defined in the Agreement) and is subject to a floor of 2.50% per annum and a cap of 3.00% per annum. Base Rate loans bear interest at a rate equal to the higher of the federal funds rate plus 0.50%, the prime rate of the Lender plus the Applicable Rate or the Eurodollar Base Rate plus 1.0%. The Applicable Rate for Base Rate loans is subject to a floor of 1.50% per annum and a cap of 2.00% per annum. The interest payment date (as defined in the Agreement) will vary based on the type of loan but generally will be quarterly. The Company paid commitment fees, an arrangement fee and upfront fees pursuant to the terms of the Agreement. The Company will also pay a quarterly fee for any letters of credit issued under the Agreement.

The Agreement contains non-financial covenants of the Company and the Guarantors, including restrictions on the ability to create, incur or assume liens and other debt, make certain investments, dispositions and restricted payments, change the nature of the business, and merge with other entities subject to certain caps as defined in the agreement. The Agreement requires the Company to maintain ratios defined in the Agreement, which include a consolidated total leverage ratio as of the end of any fiscal quarter not in excess of 2.50 to 1.00, a consolidated liquidity ratio of at least 1.25 to 1.00 and a consolidated interest coverage ratio at a minimum of 3.00 to 1.00. The Company is in compliance with these covenants as of July 2, 2011.

Outstanding amounts are due in full on the maturity date of September 30, 2013, subject to a one-year extension at the Company’s option and with the Lenders' consent. Upon the occurrence of certain events of default specified in the Agreement, amounts due under the Agreement may be declared immediately due and payable.

At July 2, 2011 and December 31, 2010, there were no amounts outstanding under the Agreement. Since there were no amounts outstanding under the Agreement, no interest cost was incurred during the three and six months ended July 2, 2011.

XML



Business Combinations - Restructuring (Details) (WJ Communications [Member], USD $) In Thousands	6 Months Ended
	Jul. 02, 2011
Restructuring Reserve [Roll Forward]
Restructuring reserve - beginning of period	$ 1,118
Payments	(1,118)
Restructuring reserve - end of period	0
Facility Closing [Member]
Restructuring Reserve [Roll Forward]
Restructuring reserve - beginning of period	1,118
Payments	(1,118)
Restructuring reserve - end of period	$ 0

XML



Basis of Presentation (Policies)

6 Months Ended

Jul. 02, 2011

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Use of Estimates

In addition, the preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. For TriQuint Semiconductor, Inc. (the “Company”), the accounting estimates requiring management’s most difficult and subjective judgments include revenue recognition, the valuation of inventory, the accounting for income taxes and the accounting for stock-based compensation.

Fair Value Policy

The Company accounts for its assets utilizing a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs have created the following fair-value hierarchy:

• Level 1—Quoted prices for identical instruments in active markets;

• Level 2—Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

• Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Marketable Securities Policy

All unrealized gains and losses on available-for-sale investments are included in other comprehensive income.

Earnings Per Share Policy

Net income per share is presented as basic and diluted net income per share. Basic net income per share is net income available to common stockholders divided by the weighted-average number of common shares outstanding. Diluted net income per share is similar to basic net income per share, except that the denominator includes potential common shares that, had they been issued, would have had a dilutive effect.

Goodwill and Intangible Assets Policy

The Company is required to perform an impairment analysis on its goodwill at least annually, or when events and circumstances warrant. Conditions that would trigger an impairment assessment, include, but are not limited to, a significant adverse change in legal factors or in the business climate that could affect the value of an asset or an adverse action or assessment by a regulator. The Company is considered one reporting unit. As a result, to determine whether or not goodwill may be impaired, the Company compares its book value to its market capitalization. If the trading price of the Company’s common stock as adjusted for factors such as a control premium, is below the book value per share at the date of the annual impairment test or if the average trading price of the Company’s common stock is below book value per share for a sustained period, a goodwill impairment test will be performed by comparing book value to estimated market value. If the comparison of book value to estimated market value indicates impairment, then the Company compares the implied fair value of goodwill to its carrying amount in a manner similar to a purchase price allocation for a business combination. If the carrying amount of goodwill exceeds its implied fair value, an impairment loss is recognized equal to that excess.

Unless indicators warrant testing at an earlier date, the Company performs its annual goodwill impairment test in the fourth quarter of each year. During the three and six months ended July 2, 2011, there were no impairments recorded or impairment indicators present.

Employee Stock Purchase Plan Policy

Employees participating in the ESPP authorize the Company to withhold compensation and to use the withheld amounts to purchase shares of the Company's common stock at a discount.

XML



CONDENSED CONSOLIDATED STATEMENTS OF INCOME (USD $) In Thousands, except Per Share data	3 Months Ended		6 Months Ended
	Jul. 02, 2011	Jul. 03, 2010	Jul. 02, 2011	Jul. 03, 2010
Revenues	$ 228,785	$ 207,478	$ 453,108	$ 388,316
Cost of goods sold	136,643	121,995	273,572	234,334
Gross profit	92,142	85,483	179,536	153,982
Operating expenses:
Research, development and engineering	37,955	32,640	74,431	63,419
Selling, general and administrative	25,386	24,791	50,615	48,285
Litigation expense	7,512	1,340	12,911	2,326
Total operating expenses	70,853	58,771	137,957	114,030
Income from operations	21,289	26,712	41,579	39,952
Other income (expense), net:
Interest income	106	112	210	223
Interest expense	(354)	(167)	(741)	(371)
Foreign currency gain (loss)	87	7	31	(209)
Recovery of investment	356	0	507	0
Other, net	71	63	94	68
Total other income (expense), net	266	15	101	(289)
Income before income tax	21,555	26,727	41,680	39,663
Income tax expense	4,990	4,268	12,676	3,495
Net income	$ 16,565	$ 22,459	$ 29,004	$ 36,168
Net income per common share:
Basic	$ 0.1	$ 0.14	$ 0.18	$ 0.23
Diluted	$ 0.1	$ 0.14	$ 0.17	$ 0.23
Common equivalent shares:
Basic	164,110	154,938	163,257	154,244
Diluted	173,518	161,562	173,222	160,507

XML



Net Income Per Share - Antidilutive Securities (Details) (Stock Options [Member]) In Thousands	3 Months Ended		6 Months Ended
	Jul. 02, 2011	Jul. 03, 2010	Jul. 02, 2011	Jul. 03, 2010
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	5,663	16,196	3,524	14,457

XML



Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jul. 02, 2011	Jul. 03, 2010	Jul. 02, 2011	Jul. 03, 2010	Dec. 31, 2010
Income Tax Disclosure [Line Items]
Income tax (benefit) expense	$ 4,990	$ 4,268	$ 12,676	$ 3,495
Deferred Tax Liabilities, Undistributed Foreign Earnings	0		0
Undistributed Foreign Earnings			108,700
Deferred Tax Assets, Net	65,513		65,513		74,982
Deferred Tax Assets, Valuation Allowance	11,645		11,645		11,391
Unrecognized Tax Benefits, Period Increase (Decrease)			(2,183)
Reduction in Unrecognized Tax Benefits			4,984
Net unrecognized tax benefits	$ 5,167		$ 5,167		$ 7,350
Costa Rica [Member]
Income Tax Disclosure [Line Items]
Income Tax Holiday Exemption Percentage			100.00%

XML



Comprehensive Income (Details) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jul. 02, 2011	Jul. 03, 2010	Jul. 02, 2011	Jul. 03, 2010
Stockholders' Equity Note [Abstract]
Net income	$ 16,565	$ 22,459	$ 29,004	$ 36,168
Other comprehensive (loss) gain:
Net unrealized (loss) gain on available for sale investments	(4)	28	(1)	(3)
Comprehensive income	$ 16,561	$ 22,487	$ 29,003	$ 36,165