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)

September 17, 2007

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 5.01 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

(b) On September 17, 2007, the Company announced that Stephanie Welty is stepping down as the Company’s Vice President of Finance and Administration, Secretary and Chief Financial Officer effective September 27, 2007.

(c) On September 14, 2007, Steven J Buhaly was appointed the new Vice President Finance, Secretary and Chief Financial Officer effective September 27, 2007.

Mr. Buhaly, age 50, has over 20 years of experience in Finance and Operations. Prior to joining TriQuint, he was Chief Financial Officer at Longview Fibre from 2006 to 2007. From 2000 to 2005 Mr. Buhaly served first as Chief Financial Officer then Chief Operating Officer at Planar Systems. Mr. Buhaly joined Planar in 1999 as Vice President of its Medical Business. Prior to Planar, Mr. Buhaly held positions of increasing responsibility in finance and operations at Tektronix. Mr. Buhaly holds a Bachelor of Science and a Masters of Business Administration from the University of Washington.

In connection with Mr. Buhaly’s appointment as Vice President of Finance, Secretary and Chief Financial Officer, Mr. Buhaly entered into an Employment Agreement dated September 14, 2007 (the “Agreement”). Under the Agreement, Mr. Buhaly will be entitled to receive an annual base salary of $285,000 and will participate in the Key Incentive Plan with a target bonus of 50% of his base salary. Upon commencement of his employment, Mr. Buhaly will be granted options to purchase 250,000 shares of the Company’s stock. The stock options will vest over 48 months with 25% vesting on the first quarterly vest date following twelve months of Mr. Buhaly’s employment with the Company. The remaining 75% of the award will vest in equal installments of 6.25% over the next 12 quarterly vest dates. Mr. Buhaly’s stock options are subject to accelerated vesting in certain circumstances upon the occurrence of a change of control of the Company. Under the employment agreement, Mr. Buhaly is entitled to receive employee benefits in accordance with the Company’s policies.

A copy of the agreement is attached as exhibit 10.1 hereto and is incorporated by reference herein. A copy of the press release announcing Mr. Buhaly’s appointment is attached as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
10.1	Employment Agreement dated as of September 14, 2007 by and between TriQuint Semiconductor, Inc. and Steven J. Buhaly
99.1	Press release dated September 17, 2007

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
	Chief Financial Officer

Date: September 17, 2007

INDEX TO EXHIBITS

Exhibit Number	Description of Exhibit
10.1	Employment Agreement dated as of September 14, 2007 by and between TriQuint Semiconductor, Inc. and Steven J. Buhaly
99.1	Press release dated September 17, 2007

EX-10.1

Exhibit 10.1

12 September 2007

Mr. Steve Buhaly

8208 NW Reed Drive

Portland, OR 97229

Dear Steve;

I am very pleased to offer you a position with TriQuint Semiconductor, Inc. as Vice-President of Finance, Secretary and Chief Financial Officer reporting to me. In this position you are responsible for leading Finance, Legal and IT worldwide. Your unquestionable integrity, your strong organizational and leadership skills, and you solid Financial and Operations background make you an ideal candidate for this position. I am delighted with the opportunity to work with you in the coming years.

Your annual base salary will be $285,000 and you will participate in the Key Employee Incentive Plan. Your target bonus is 50% of your base salary. Incentive Plan participation will be prorated for 2007 and your award will be calculated in accordance with the plan guidelines.

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 following 12 months from date of grant/hire, the remaining 75% vesting in equal installments of 6.25% over the next 12 quarterly vest dates until 100% vested. 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 24 months following your hire date the following twelve (12) months of awarded Option shares (25% of your new 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 a lump sum payment equivalent to 12 months of base salary less appropriate withholdings paid within 30 days of termination. 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. 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 Chief Financial Officer; (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. This offer is also contingent on the formal approval of the compensation committee and the board of directors for the company.

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.

Steve, the board, the staff and I believe this is a terrific opportunity and that you will be highly successful in leading the Finance, Legal and IT organizations. 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

TriQuint Semiconductor

I have read and understand the above offer and accept under the conditions indicated. I plan to start work on September 27, 2007.

/s/ Steven J. Buhaly	September 14, 2007
Signature	Date

EX-99.1

Exhibit 99.1

TRIQUINT SEMICONDUCTOR APPOINTS STEVE BUHALY

CHIEF FINANCIAL OFFICER

HILLSBORO, OR (USA) - September 17, 2007—TriQuint Semiconductor, Inc. (Nasdaq: TQNT), a leading manufacturer of high-performance RF modules and components to the world’s leading communications companies, today announced that Steven J. Buhaly will assume the role of Chief Financial Officer, Vice President of Finance and Secretary as of September 27, 2007. Stephanie Welty, the current Chief Financial Officer, is leaving the Company to take her career in a new direction but will assist in the transition.

Mr. Buhaly has over 20 years of experience in Finance and Operations. Prior to joining TriQuint, he was Chief Financial Officer at Longview Fibre from 2006 to 2007. From 2000 to 2005 Mr. Buhaly served first as Chief Financial Officer then Chief Operating Officer at Planar Systems. Mr. Buhaly joined Planar in 1999 as Vice President of its Medical Business. Prior to Planar, Mr. Buhaly held positions of increasing responsibility in finance and operations at Tektronix. Mr. Buhaly holds a Bachelor of Science and a Masters of Business Administration from the University of Washington.

Steve Buhaly stated “I am excited to be joining the strong team at TriQuint and will be focused on helping the company achieve growth in revenue and earnings.”

Ralph Quinsey, President and Chief Executive Officer of TriQuint, said, “I am very pleased Steve has joined our management team. Steve’s strong operational expertise and solid financial knowledge are valuable assets for our fast growing business. I look forward to working closely with Steve as we continue to build on our success.” He also stated, “Stephanie has been dedicated to TriQuint’s success for 13 years and has been a key contributor to our improved financial performance. I appreciate her many contributions and wish her continued success.”

Ms Welty added, “TriQuint has provided me with outstanding opportunities including the CFO role. It has been a privilege to have been a part of TriQuint’s growth.” Ms. Welty joined the company in 1994 as an accounting manager and was promoted to Director of IT in 1996. She was named Vice President of Finance in 1999 and CFO in 2005. Ms Welty holds a bachelor’s degree from the University of Washington and is a CPA.

Register for TriQuint company updates at: www.triquint.com/rf.

FACTS ABOUT TRIQUINT

TriQuint Semiconductor supplies high-performance RF modules and components to the world’s leading communications companies. Specifically, it ships components for four out of the top five cellular handset manufacturers, and is a leading gallium arsenide (GaAs) supplier to major defense and space contractors. Its diverse high-growth markets include wireless handsets, base stations, broadband communications, military and commercial foundry. TriQuint, as named by Strategy Analytics in August 2007, is the #3 worldwide leader in GaAs devices and the world’s largest commercial GaAs foundry. We “Connect the digital world to the global network”™. TriQuint creates standard and custom products using advanced processes that include GaAs, surface acoustic wave (SAW) and bulk acoustic wave (BAW) technologies, and also has extensive developments in gallium nitride (GaN). TriQuint has manufacturing facilities in Oregon, Texas, and Florida, a production plant in Costa Rica, and design centers in North America and Germany. These manufacturing and production facilities are certified to the ISO9001 international quality standard. TriQuint is headquartered at 2300 NE Brookwood Parkway, Hillsboro, Oregon 97124 (USA) and can be reached at +1 503 615 9000 (Fax: +1 503 615 8900). Visit TriQuint at www.triquint.com. TriQuint’s web site and investor updates are not incorporated by reference herein and shall not be deemed to be part of this release.

Stephanie Welty VP of Finance & Administration, CFO TriQuint Semiconductor, Inc. Tel: +1 (503) 615-9224 Fax: +1 (503) 615-8904 E-mail: swelty@tqs.com Heidi A. Flannery Investor Relations Counsel Fi. Comm Tel: +1 (541) 322-0230 Fax: +1 (541) 322-0231 E-mail: heidi.flannery@ficomm.com Media Contact: Brandi Frye Director, Marketing Comms TriQuint Semiconductor, Inc Tel: +1 (503) 615-9488 Mobile: +1 (503) 780-2318 E-mail: bfrye@tqs.com