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)

June 26, 2008

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

On June 26, 2008, TriQuint Semiconductor, Inc., (the “Company”) announced that on June 17, 2008 the Company’s Board of Directors appointed Steven R Grant as its new Vice President of Worldwide Operations, effective July 16, 2008. Mr. Grant, age 49, is highly experienced in semiconductor manufacturing and engineering. Prior to joining TriQuint, he spent 27 years at Intel Corporation, a semiconductor company, and was most recently Vice President of Intel’s Technology and Manufacturing Group in Oregon since 2001. During his Intel tenure, he managed the Fab manufacturing network and was key to driving the manufacturing structure and efficiency improvements to record performance levels. Mr. Grant holds a Bachelor of Science in Material Science from the University of Illinois.

In connection with Mr. Grant’s appointment as Vice President of Worldwide Operations, Mr. Grant entered into an Employment Agreement dated May 30, 2008, under which Mr. Grant will be entitled to receive an annual base salary of $275,000 and will participate in the Company’s Key Incentive Plan with a target bonus of 50% of his base salary. In addition, Mr. Grant will receive a sign on bonus of $40,000. Upon commencement of his employment, Mr. Grant will be granted options to purchase 300,000 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. Grant’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. Grant’s stock options are subject to accelerated vesting in certain circumstances upon the occurrence of a change of control of the Company. In addition, in the event of termination without cause or resignation for good reason Mr. Grant will be entitled to receive a lump sum payment equivalent to 12 months of base salary, less appropriate tax withholding, paid within 30 days of termination. Under the Employment Agreement, Mr. Grant is entitled to receive employee benefits in accordance with the Company’s policies.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
10.1	Employment Agreement dated as of May 30, 2008 by and between TriQuint Semiconductor, Inc. and Steven R. Grant
99.1	Press release of TriQuint Semiconductor, Inc. dated June 26, 2008

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/ STEVEN J. BUHALY
	Steven J. Buhaly
	Chief Financial Officer

Date: June 26, 2008

INDEX TO EXHIBITS

Exhibit Number	Description of Exhibit
10.1	Employment Agreement dated as of May 30, 2008 by and between TriQuint Semiconductor, Inc. and Steven R. Grant
99.1	Press release of TriQuint Semiconductor, Inc. dated June 26, 2008

EX-10.1

Exhibit 10.1

30 May 2008

Mr. Steven Grant

15490 NW Rock Creek Road

Portland, OR 97231

Dear Steve;

I am very pleased to offer you a position with TriQuint Semiconductor, Inc. as Vice-President of Worldwide Operations reporting to me. In this position you are responsible for leading Manufacturing and Supply Chain worldwide. Your unquestionable integrity, your strong organizational and leadership skills, and your solid Manufacturing 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 $275,000 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 2008 and your award will be calculated in accordance with the plan guidelines. The incentive can pay out up to two times the target.

In addition and most significantly, in connection with the commencement of your employment, I have recommended to the Board of directors that a grant of options for 300,000 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.

I would also like to offer you a guaranteed sign on bonus of $40,000 to be paid within 30 days of your starting at TriQuint. If you terminate your employment without good reason within two years of your start date, you agree to repay the signing bonus in full.

Change of Control – You will be covered by the TriQuint Executive Change of Control Policy (see attached).

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. Please see the Change of Control Policy attached for definitions.

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 and upon you signing this offer letter.

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 Manufacturing and Supply Chain 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 July 16, 2008 .

/s/ Steven Grant	June 2, 2008
Signature	Date

EX-99.1

Exhibit 99.1

TRIQUINT SEMICONDUCTOR APPOINTS NEW

VICE PRESIDENT, WORLDWIDE OPERATIONS

HILLSBORO, OREGON – June 26, 2008 – TriQuint Semiconductor (Nasdaq: TQNT), a leading RF semiconductor manufacturer and foundry services provider, today announced that Steven R. Grant will join the company July 16, 2008, as Vice President of Worldwide Operations, reporting to President and CEO, Ralph Quinsey. Mr. Grant will be responsible for TriQuint’s global manufacturing including purchasing, manufacturing quality and supply chain operations.

“I am very excited to have Steve join the team. His experience at the world’s largest and most advanced semiconductor company will bring significant know-how and benefits to TriQuint. We feel fortunate to have attracted such an industry expert,” Quinsey remarked.

Mr. Grant, who spent the last 27 years at Intel Corporation, was most recently Vice President of Intel’s Technology and Manufacturing Group in Oregon. During his Intel tenure, he managed the Fab manufacturing network and was key to driving the manufacturing structure and efficiency improvements to record performance levels. Mr. Grant holds a Bachelor of Science in Material Science from the University of Illinois.

“I’m extremely excited to join TriQuint Semiconductor and confident that my business and operational knowledge can play a solid, contributing role for the company. TriQuint’s RF technology offerings and market strength make it ideally positioned for growth and I’m very pleased to be a member of the TriQuint team during this period of tremendous opportunity,” Mr. Grant said.

TriQuint Semiconductor is headquartered in Hillsboro, OR, and globally employs approximately 2000 people who use their expertise in gallium arsenide (GaAs) as well as surface and bulk acoustic wave (SAW and BAW) technologies to create a wide range of RF products and provide GaAs Foundry services to the world’s largest communications companies. For employment information, please visit: www.triquint.com/employment.

For detailed information about TriQuint’s wide range of products for networks, mobile handset, defense and space applications, visit www.triquint.com. Register for new product details and our newsletter at www.triquint.com/rf.

FORWARD LOOKING STATEMENTS

This TriQuint Semiconductor, Inc. (Nasdaq: TQNT) press release contains forward-looking statements made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned that forward-looking statements involve risks and uncertainties. A number of factors affect our results and could cause our actual future results to differ materially from any forward-looking statements, including, but not limited to, those related to the anticipated effects of Mr. Grant’s appointment as Vice President of Worldwide Operations and TriQuint’s potential for growth. The cautionary statements made in this press release should be read as being applicable to all related statements wherever they appear. Statements containing such words as “can,” “will” or the negative of these terms or other comparable terminology are considered to contain uncertainty and are forward-looking statements. A number of factors affect TriQuint’s operating results and could cause its actual future results to differ materially from any results indicated in this press release or in any other forward-looking statements made by, or on behalf of, TriQuint including, but not limited to: those associated with the unpredictability and volatility of customer acceptance

of and demand for our products and technologies, the ability of our production facilities and those of our vendors to meet demand, the ability of our production facilities and those of our vendors to produce products with yields sufficient to maintain profitability, as well as the other “Risk Factors” set forth in TriQuint’s most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K filed with the Securities and Exchange Commission. These and other reports can be found on the SEC web site, www.sec.gov. A reader of this release should understand that these and other risks could cause actual results to differ materially from expectations expressed / implied in forward-looking statements.

FACTS ABOUT TRIQUINT

Founded in 1985, we “Connect the Digital World to the Global Network”™ by supplying high-performance RF modules, components and foundry services to the world’s leading communications companies. Specifically, TriQuint supplies products to four out of the top five cellular handset manufacturers, and is a leading gallium arsenide (GaAs) supplier to major defense and space contractors. TriQuint creates standard and custom products using advanced processes that include gallium arsenide, surface acoustic wave (SAW) and bulk acoustic wave (BAW) technologies to serve diverse markets including wireless handsets, base stations, broadband communications and military. TriQuint is also lead researcher in a 3-year DARPA program to develop advanced gallium nitride (GaN) amplifiers. TriQuint, as named by Strategy Analytics in August 2007, is the number-three worldwide leader in GaAs devices and the world’s largest commercial GaAs foundry. TriQuint has ISO9001 certified manufacturing facilities in Oregon, Texas, and Florida and a production plant in Costa Rica; design centers are located in North America and Germany. Visit TriQuint at www.triquint.com/rf to register for our newsletters.

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