8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

July 13, 2006

TriQuint Semiconductor, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-22660	95-3654013
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2300 N.E. Brookwood Parkway

Hillsboro, Oregon 97124

(Address of principal executive offices, including zip code)

(503) 615-9000

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On July 13, 2006, the Company issued a press release announcing the appointment of Timothy A. Dunn, age 44, as its Vice President and General Manager of the Company’s Handset Business Unit, effective July 13, 2006. Mr. Dunn joins TriQuint from Intel Corporation (“Intel”) where he most recently served as Vice President and General Manager of Intel’s Platform Components Group. Prior to joining Intel in 1988, Mr. Dunn held positions with Hewlett-Packard and Cirrus Logic. Mr. Dunn holds an M.B.A. from the Amos Tuck School of Business Administration at Dartmouth College and a B.A. from Oregon State University.

Pursuant to the employment agreement, Mr. Dunn’s annual base compensation is $250,000. He will also be paid a guaranteed signing bonus of $50,000 on June 15, 2007, subject to continued employment, which must be repaid in full if Mr. Dunn terminates employment without good reason within two years of his start date. In addition, subject to the approval of the Company’s Board of Directors, Mr. Dunn will be granted an option to purchase 250,000 shares of the Company’s common stock, which will be priced in accordance with the fair market value of the Company’s common stock on the grant date, scheduled to be on Mr. Dunn’s start date. The option will have a ten year term and will vest at a rate of 25% per year over a four year period, subject to Mr. Dunn’s continued employment with the Company. Mr. Dunn will also be eligible to receive an annual bonus of up to 22.5% of his base compensation in accordance with a Company’s Key Employee Incentive Plan. Mr. Dunn’s participation in the plan for 2006 will be prorated and he will receive a minimum of $50,000 for 2007.

In the event that Mr. Dunn’s employment is terminated without cause or due to death or disability or Mr. Dunn resigns for good reason, Mr. Dunn will be entitled to receive, within 30 days of the date of termination, a lump sum payment equal to 12 months’ base compensation, less appropriate deductions. Additionally, Mr. Dunn will receive health and life insurance benefits with the same coverage provided prior to termination of employment for a 12 month period immediately following termination.

In the event that Mr. Dunn’s employment is terminated without cause or Mr. Dunn resigns for good reason at any time from the date the Company’s Board of Directors approves a transaction which, if consummated, would result in a change in control of the Company and continuing for 12 months following the effective date of such change in control, the subsequent 12 months’ worth of unvested stock options held by Mr. Dunn will automatically become vested.

A copy of the press release announcing Mr. Dunn’s appointment and a copy of his employment agreement are furnished as Exhibits 99.1 and 10.52 to this Form 8-K. A copy of Mr. Dunn’s employment agreement is furnished as Exhibit 10.52 to this Form 8-K and is incorporated by reference.

Item 8.01 Other Events

The Company is also including in this Current Report on Form 8-K a correction to compensation information for Todd A. DeBonis, the Company’s Vice President of Sales, previously disclosed on its Current Report on Form 8-K filed with the Securities and Exchange Commission on June 2, 2006 (the “June Form 8-K”) and in the Company’s Definitive Proxy Statement on Schedule 14A for the 2006 Annual Meeting of Stockholders (“2006 Proxy Statement”) filed with the Securities and Exchange Commission on April 12, 2006. The June Form 8-K reported a correction to Mr. DeBonis’s compensation information in the 2006 Proxy Statement but inadvertently omitted compensation made to Mr. DeBonis in the amount of $195,525 for moving and relocation expenses paid by the Company in 2004, consistent with the Company’s corporate policies and the terms of Mr. DeBonis’s offer letter. Thus, the annual compensation information reported for 2005 in the Summary Compensation Table under Executive Compensation (see page 22 of the 2006 Proxy Statement) for Mr. DeBonis did not include $146,904 of sales incentive bonuses and commissions paid to Mr. DeBonis in 2005 and relocation expenses paid by the Company of $195,525 in 2004. In the 2006 Proxy Statement, the Company disclosed that Mr. DeBonis received salary payments of $221,390 and $492 in bonus compensation, representing payments under TriQuint profit sharing programs for 2005 and other compensation of $500 representing matching contributions to the Company’s 401(k) plan in 2004 . Information correcting the inadvertant omissions is set forth below.

Name and Principal Position	Year	Annual Compensation					Long Term Compensation Award	All Other Compensation ($)
		Salary ($)		Bonus ($)			Securities Underlying Options (#)
Todd A. DeBonis (1) Vice President, Sales	2005 2004 2003	$	221,390 147,106 —	$	147,396 185 —	(2)	70,000 280,000 —	$	1,500 196,025 —	(3)

⁽¹⁾ Mr. DeBonis was not an employee of the Company in 2003.

⁽²⁾ Includes payments of $492 under TriQuint profit sharing programs and $146,904 in sales incentive bonuses and commissions.

⁽³⁾ Includes $195,525 of relocation expenses paid by the Company and $500 of matching contributions to the TriQuint 401(k) plan.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.52	Letter Agreement dated June 9, 2006 between TriQuint Semiconductor, Inc. and Timothy A. Dunn
99.1	Press Release of TriQuint Semiconductor, Inc. dated July 13, 2006

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 hereunto duly authorized.

	TRIQUINT SEMICONDUCTOR, INC.
By:	/s/ STEPHANIE J. WELTY
	Stephanie J. Welty Vice President of Finance and Administration, Secretary and Chief Financial Officer

Date: July 13, 2006

Index to Exhibits

Exhibit No.	Description
10.52	Letter Agreement dated June 9, 2006 between TriQuint Semiconductor, Inc. and Timothy A. Dunn
99.1	Press Release of TriQuint Semiconductor, Inc. dated July 13, 2006

EX-10.52

Exhibit 10.52

2300 NE Brookwood Pkwy.
Hillsboro, Oregon 97124
Phone:	(503) 615-9000
FAX:	(503) 615-8900

9 June 2006

Mr. Tim Dunn

[address]

Dear Tim;

I am very pleased to offer you a position with TriQuint Semiconductor, Inc. as Vice-President and General Manager of our Wireless Handset Division reporting to me. In this position you will lead our efforts managing our largest business unit. Your unquestionable integrity, solid knowledge of the semiconductor industry, impressive business acumen and strong leadership abilities make you the ideal candidate to propel TriQuint Semiconductor to the goals and objectives I have outlined for you. I am delighted with the opportunity to work with you in the coming years.

Your annual base salary will be $250,000 and you will participate in the Key Employee Incentive Plan. This year (2006), your participation in the incentive program, at 100% of target, would be equal to 15% of your base salary. This program caps at 150% of target or 22.5%. Incentive Plan participation will be prorated for 2006 and your award will be calculated in accordance with the plan guidelines. For 2007, your minimum payout will be $50,000. In addition, we will pay you a guaranteed signing bonus of $50,000 on June 15, 2007. If you terminate your employment without good reason within two years of your start date, you agree to repay the signing bonus in full.

In addition and most significant, in connection with the commencement of your employment, I have recommended to the Board of directors that a grant of options for 250,000 shares of the Company’s stock (option shares) be assigned to you. The option price will be determined on your date of hire. The options will vest over 48 months with 25% vesting on the first quarterly vest date one year from hire. You will also be eligible to participate in the annual stock option refresh program.

Change of control - In the event of a Termination Without Cause or Resignation for Good Reason at any time from the date the Board of Directors approves a transaction which, if consummated, will result in a Change in Control and continuing for twelve (12) months following the effective date of such Change in Control the furthest out twelve (12) months of unvested Option shares shall automatically become fully vested. In the event there is a Change of Control in the first 12 months following your hire date the first twelve (12) months of awarded Option shares (25% of your hire grant) shall automatically become vested in lieu of the last twelve (12) months.

Severance – in the event of Termination Without Cause or Resignation for Good Reason you shall be entitled to receive payment, starting within thirty (30) days of the date on which your employment terminates, of severance benefits equivalent to 12 months of base salary less appropriate withholdings paid monthly. Health and life insurance benefits with the same coverage provided to you prior to termination of your employment and in all other respects significantly comparable to those in place immediately prior to such termination will be provided by the Company over the 12 month period immediately following the termination. Severance benefits will discontinue immediately upon your acceptance of subsequent employment or consulting agreements. You will receive no severance benefits for Termination for Cause or Resignation Without Good Reason.

A “Change in Control” of the company shall be deemed to occur if and when (i) the Company is merged, consolidated or reorganized into or with another entity, after which the holders of voting securities of the Company immediately prior to such transaction, including voting securities issuable upon exercise or conversion of vested options, warrants or other securities or rights, hold (directly or indirectly) less than a majority of the combined voting power of the then-outstanding securities of the surviving entity; (ii) a sale of the stock of the company occurs, after which the holders of voting securities of the Company immediately prior to such sale, including voting securities issuable upon exercise or conversion of vested options, warrants or other securities or rights, hold (directly or indirectly) less than a majority of the combined voting power of the Company; (iii) the Company sells or otherwise transfers all or substantially all of its assets to any other entity, after which the holders of voting securities of the Company immediately prior to such sale, including voting securities issuable upon exercise or conversion of vested options, warrants or other securities or rights, hold (directly or indirectly) less than a majority of the combined voting power of the then-understanding securities of the purchasing entity.

The term “Termination for Cause” shall mean a termination of your employment by the Company for any of the following reasons: (i) intentional failure to perform assigned duties, (ii) personal dishonesty, (iii) incompetence, as measured against standards generally prevailing in the industry, (iv) willful misconduct, (v) any breach of fiduciary duty involving personal profit, (vi) willful violation of any domestic or international law, rule, regulation (other than traffic violations or similar minor offenses) or final cease and desist order, or any sexual or other harassment of others; with respect to reasons (i), (iii) and (iv) above, no Termination for Cause shall be deemed to have occurred if you have not been provided with written notice of the factual basis for the alleged failure to perform or incompetence and a thirty (30) day period to take corrective action. In determining incompetence, the act or omissions shall be measured against standards generally prevailing in the industry. A termination of your employment by the Company for any other reason than those stated in (i) through (vi) above, or under any other circumstances than those stated in this paragraph, shall be a “Termination Without Cause”.

A “Resignation for Good Reason” shall be deemed to occur if you resign your employment within sixty (60) days of the occurrence of any of the following that occur without your written consent: (i) a loss of the title of Vice President; (ii) a material reduction in duties or responsibilities; (iii) any reduction in your Base Salary or any Target Bonus (other than a reduction comparable in percentage to a reduction affecting the Company’s executives generally); (iv) any material reduction in your benefits (other than a reduction affecting the Company’s personnel generally); or (v) a Company-mandated relocation of your principal place of employment or your current principal residence by more than 50 miles from its respective Oregon location immediately prior to the resignation; provided however, that a Resignation for Good Reason shall not be effective until thirty (30) days following delivery by you of a written notice to the Company stating that you are resigning your employment and that such resignation constitutes Resignation for Good Reason. The Company may at its discretion, during the 30 day period, review the Reasons for Termination and may reverse the conduct which gave rise to Good Reason, thereby reversing the Resignation for Good Reason. A resignation of your employment for any other reason or under any other circumstances shall be a “Resignation Without Good Reason”.

TriQuint’s mandatory drug test policy requires that all new hires be tested for drugs prior to their first day of work. Therefore this offer is contingent upon passing a pre-employment drug test prior to your start date. The offer is also contingent upon a successful background check including criminal convictions, education, and employment verification.

TriQuint provides an excellent benefit package including Life, Medical, Dental and Disability insurance. This plan also has a “Section 125” option allowing you to pay all medical expenditures with pre-tax dollars. We also offer a 401(k) plan, a stock purchase plan of up to 15% of your base salary, and a profit sharing plan. You will also be eligible to participate in our non-qualified deferred comp plan.

Tim, the board, the staff and I believe this is a terrific opportunity and that you will be highly successful in leading the Division. We all look forward to your becoming a part of our team and helping us build a great company. Please indicate your acceptance of this offer by signing the enclosed copy along with the Confidentiality agreement and Background release form, and return them to me ASAP. If you have any questions, please give me a call.

Sincerely,

/s/ Ralph Quinsey

Ralph Quinsey

President/CEO

I have read and understand the above offer and accept under the conditions indicated. I plan to start work on 7/17/06.

Signed:
/s/ TIMOTHY A. DUNN	6/9/06
Timothy A. Dunn	Date

EX-99.1

Exhibit 99.1

PRESS RELEASE

Press Release #06020

FOR IMMEDIATE RELEASE...BUSINESS AND FINANCIAL EDITORS

Stephanie J. Welty	Heidi A. Flannery
VP of Finance & Administration, CFO	Investor Relations Counsel
TriQuint Semiconductor, Inc.	Fi. Comm
Tel: (503) 615-9224	Tel: (541) 322-0230
Fax: (503) 615-8904	Fax: (541) 322-0231
Email: swelty@tqs.com	Email: heidi.flannery@ficomm.com

TRIQUINT SEMICONDUCTOR NAMES TIM DUNN AS VICE PRESIDENT OF ITS HANDSET BUSINESS UNIT

Hillsboro, Oregon – July 13, 2006– TriQuint Semiconductor, Inc. (Nasdaq: TQNT) today announced that it has named Timothy A. Dunn as Vice President of its Handset Business Unit. Mr. Dunn joins TriQuint from Intel, where he most recently served as the Vice President and General Manager of the Platform Components Group, managing the networking and chipset businesses with teams in the U.S., Europe, India, Israel and Malaysia. He received his M.B.A. from the Amos Tuck School of Business Administration at Dartmouth College and his B.A. in electrical engineering from Oregon State University.

About TriQuint:

TriQuint Semiconductor, Inc. (Nasdaq: TQNT) is a leading supplier of high performance products for communications applications. The company enjoys diversity in its markets, applications, products, technology and customer base. Markets include wireless handsets, base stations, military, broadband and other. TriQuint provides customers with standard and custom product solutions as well as foundry services. Products are based on advanced process technologies including gallium arsenide (GaAs), surface acoustic wave (SAW), and bulk acoustic wave (BAW). TriQuint customers include major communications companies worldwide. TriQuint has manufacturing facilities in Oregon, Texas, and Florida, as well as an assembly plant in Costa Rica, plus sales/application support offices in Asia and design centers in New England and Germany. All manufacturing and production facilities are registered to the ISO9001:2000 international quality standard.

TriQuint is headquartered at 2300 NE Brookwood Parkway, Hillsboro, OR 97124 and can be reached at 503/615-9000 (fax 503/615-8900). Visit the TriQuint web site at http://www.triquint.com.

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