EXHIBIT
10.44   November 20, 2002   Mr.
Raymond A. Link Vice President  Finance Chief Financial Officer TriQuint Semiconductor Inc. [address]  Dear Ray:  This letter agreement (Agreement) is to confirm our understanding
regarding your position as Vice President of Finance and Administration,
Secretary and Chief Financial Officer of TriQuint Semiconductor, Inc.,
(TriQuint or the Company).  1.Employment The Company hereby agrees to employ
Raymond A. Link (Employee) and Employee hereby accepts such employment
subject to the terms and conditions of this Agreement. The parties agree that
the Employees employment with the Company will be at-will employment and may
be terminated at any time with or without cause or notice, subject to the right
of the Employee to recover damages as set forth in Section 8 hereof. Employee
understands and agrees that neither his job performance nor promotions,
commendations, verbal commitments, bonuses or the like from the Company give
rise to or in any way serve as the basis for modification, amendment, or
extension, by implication or otherwise, of his employment with the Company.  2.Full Time, Reporting, Position Employee
shall exert his best efforts and devote substantially all of his working time
and attention to the affairs of the Company. Employee shall report to the
President and CEO. The Employee shall serve in a management position with
duties and authority as determined by the President and CEO.  3.Term The term
of this Agreement shall run from the date hereof, through September 30, 2003,
but Employee may terminate his employment at any time.  4.Base Compensation An annual rate of pay of $225,750 per
year shall be paid in accordance with TriQuints procedures and subject to
annual upward adjustment based on merit and other factors in accordance with
TriQuints policies and procedures. The Employee will retain his ESOP benefits
and medical benefits as if he were a Sawtek employee. The Employee shall be
entitled to all insurance and all other benefits offered to employees of
TriQuint, including 401(k), ESPP, PTO and holiday pay.  
    5.Bonus and Benefits The
Employee is eligible to receive an annual target bonus of up to 45% of his base
compensation in compliance with the corporate wide bonus plan. The bonus is not
guaranteed and may be zero if Employee and the Company do not achieve the
performance goals for the year.  The
amount of bonus that you earn for any given year and the payment schedule will
be in compliance with the then current plan.In the event of your termination, bonus payout, if any, shall
be in accordance with the then current plan.  6.Reimbursement of Expenses Employee
may incur reasonable expenses during the course of performing the duties
assigned to Employee, including expenses for entertainment, lodging, meals,
travel, postage, professional dues, automobile mileage at the Companys
approved reimbursement rate and similar items. The Company will reimburse
Employee for all such expenses upon Employees periodic presentation of an
itemized account of such expenditures in accordance with Companys
reimbursement policies and procedures.  7.Termination of Employment The
employment of the Employee may be terminated only as follows:  (a)Resignation
by Employee for Good Reason. Employee may terminate his employment for good
reason by virtue of a material breach of this Agreement by the Company after
giving the Company written notice of such breach and affording the Company the
opportunity to cure such breach within sixty (60) days following the Companys
receipt of written notice. The company may at its discretion, during the 60 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.  (b)Termination
for Cause by the Company. 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,
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; provided
however, that with respect to reasons i), and 
iii) 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 sixty (60) day period to take
corrective action.  If the actions (or
failure to act) constitute the alleged grounds are not cured to the reasonable
satisfaction of the CEO and Board of Directors within the 60-day period, the
Employees employment shall be terminated. 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   2 
   circumstances than those stated in this paragraph, shall be a Termination
Without Cause.  (c)Death. Employees employment shall terminate effective on
the date of death of Employee. Any obligation of the Company to Employee not
discharged or dischargeable prior to Employees death, however, will be
discharged thereafter in accordance with this Agreement.  (d)Disability. This Agreement shall terminate upon the
total disability of the Employee. Employees total or partial disability shall
not extend the term of this Agreement.  8.Damages in the Event of Termination Other than for
Cause by the Company A termination by the Company of the employment of the
Employee other than for Cause or due to total disability of the Employee shall
entitle the Employee to recover damages consisting of base salary and the
benefits under Sawtek retirement plans for the period beginning with the date
of such termination and ending on September 30, 2003 (less withholding for
applicable taxes).  9.Non-Disclosure and Intellectual Property Agreement Employee
and the Company have entered into the Non-Disclosure and Intellectual Property
Agreement, a copy of which is attached to this Agreement as Exhibit A.  10.Stock
Options Employee
will be eligible to receive stock options annually in accordance with the
current guidelines of the Company.  11.Travel
To and From Portland and Orlando and Related Costs As
part of Employees position, he will be expected to travel to Orlando and to
spend considerable time at Sawtek, normally several days per month. TriQuint
will reimburse Employee for all travel and incidental costs, including, but not
limited to, reasonable automobile expenses, reasonable apartment expenses1,
and other direct out-of-pocket expenses associated with travel to and from
Orlando.  (1)It is understood that Employee has an apartment with a
base rental of $755 per month, which cost will be paid by TriQuint through June
30, 2003.  12.Change
of Control Benefits In the event there is a change of control at TriQuint
(defined as any change in ownership of more than 50% of the common stock or
sale of more than 50% of the net assets), Employee will be paid one years base
pay as a lump sum. In addition, the stock options granted to Employee on July
19, 2001, will become fully vested on the date the change in control is
consummated. In the event TriQuint merges with another company, below a 50%
ownership change, but above a 30% ownership change, and Employee is not
retained as the CFO of the surviving entity for a period of not less than one
(1) year, then the change of control benefits shall apply. This Change of
Control Benefits paragraph of this Agreement shall survive the term of this
Agreement.   3 
    13.Title,
Office and Administrative Support Employees
title shall be as noted above, and he will be provided with appropriate VP
level office space and administrative support.  14.   Binding
Effect This
Agreement shall be binding on TriQuint and its successors and assigns. This
Agreement shall inure to the benefit of the Employee and his executor,
administrator, heirs and personal representatives.  15.   Applicable
Law and Venue This
Agreement shall be interpreted, construed and governed by the laws of the State
of Oregon, without regard to its conflicts of the laws. The venue for any
action arising out of or in connections with this Agreement shall be in Oregon.  16.   No
Mitigation Employee shall not be requited to mitigate damages by seeking
other employment or otherwise, nor shall the amount of any damages be reduced
by any compensation earned after termination of employment.  17.   Attorneys
Fees In the event that any litigation or controversy arises out of
or in connection with this Agreement, the prevailing party in such litigation
or controversy shall be entitle to recover from the other party all reasonable
attorneys fees, expenses and suit costs, including those associated with any
appellate or post-judgement proceedings.  18.   Severability. If any portion of this Agreement is held
invalid or inoperative, the other portionsof this Agreement shall be deemed valid and operative
and, so far as is reasonable and possible, effect shall be given to the intent
manifested by the portion held invalid or inoperative.  The paragraph headings herein are for
reference purposes only and are not intended in any way to describe, interpret,
define, or limit the extent or intent of the Agreement or of any part hereof.  19.   Other
Agreements This Agreement supercedes the letter agreement dated July 12,
2001, and the employment agreement dated May 15, 2001, and represents the
entire agreement.  20. Dispute Resolution Process. (a)Election
of Remedies.  All disputes arising out of this Agreement,
including those relating to the meaning or effect of any of its provisions, and
all disputes arising out any aspect of the employment relationship, including
Employees rights under any federal, state (excluding workers compensation) or
local employment and/or labor law or regulation, shall be exclusively resolved in
a final and binding manner through arbitration as set forth in this
Section 20.  Employee and the
Company therefore expressly waive the right to litigate any such disputes in
any other forum, administrative or judicial, and expressly waive the right to trial
by jury.   4 
    (b)By
Employee.  Employee shall have the discretion to invoke
arbitration under Section 20 and upon so doing, Employee shall be barred from
pursuing the same dispute in any other contractual or statutory forum,
regardless of whether Employee elects to exhaust the chosen procedure.  (c)By the
Company.  The Company shall have the discretion to
invoke final and binding arbitration as set forth in this Section 20 when
it believes Employee has violated any of the terms and conditions of this
Agreement or Employee has asserted any violation of this Agreement by the
Company, and shall be required to do so in any dispute in which claims monetary
damages from Employee.  However, this
shall not prevent the Company from taking any form of disciplinary action
against Employee, but Employee shall then have the right to challenge such
action under the procedures established in this Section 20.  (d)Injunctive
or Other Equitable Relief.  Nothing in
this Section 20 shall prevent Employee or the Company from seeking injunctive
relief against the other in circumstances allowed by law and/or authorized by
any of the terms and conditions of this Agreement.  (e)Initiation
of Process.In the event either party claims any
violation of this Agreement, the party must notify the other party in writing
within thirty (30) calendar days of the occurrence or the date the occurrence
should reasonably have become known.  In
the event either party claims any violation of any applicable statutory right,
the party must notify the other party in writing within six (6) calendar months
of the occurrence or the date the occurrence should reasonably have become
known.  The notice shall describe the
alleged violation and identify any relevant provisions of this Agreement, the
proposed remedy and, if from Employee, the desired dispute resolution process.  (f)Mediation.Upon notification that a dispute exists, either party shall then have
thirty (30) calendar days in which to notify the other that the matter will be
referred to mediation (which shall not be adversarial in nature).  The parties (or their representatives) shall
immediately attempt to agree upon a mediator, and shall have the right to have
representatives, including counsel, present at mediation.  If a party does not exercise its right to
require mediation within the thirty (30) days or the parties are unable to
select a mediator or reach agreement in mediation then, within fifteen (15)
calendar days thereafter, either party may invoke arbitration or the alleged
violation(s) shall be deemed waived for all purposes.  Each party will bear its own costs and
attorneys fees in any mediation, and the mediation fee and any related costs
shall be the responsibility of the party demanding mediation.  (g)Arbitration. 
Except as expressly modified by this Section 20 (g), arbitration shall
follow the procedures established in the Employment Dispute Resolution Rules of
the American Arbitration Association or its successor.   5 
   (h)Selection
of Arbitrator.  In any such dispute and request for
arbitration, the moving party shall submit a request to the American
Arbitration Association for a list of seven National Academy arbitrators maintaining
their primary residence in Washington or Oregon.  Upon receiving the list, the parties shall alternately strike one
name each, with Employee striking first, until one name remains on the list.  (i)Conduct
of Arbitration Hearing.  Except as
expressly modified by this Section 20 (i), the arbitrator shall follow the
procedures established in the Employment Dispute Resolution Rules of the
American Arbitration Association and the National Academy of Arbitrators Code
of Professional Responsibility.  Either
party may require that a professional reporter prepare an official record of
the proceedings.  (j)Damages. 
An arbitrator selected to hear a dispute shall be authorized to
determine and award such damages as either party could have received in an appropriate
action in the Oregon or federal courts under Oregon and/or federal law, and the
same shall be true of prevailing party reasonable attorneys fees and costs
incurred in the litigation, excluding any attorneys fees or costs incurred in
connection with any mediation.  (k)Arbitration
Decision and Award.  The decision of the
arbitrator shall be in writing, shall state findings of fact and conclusions of
law, and shall be signed by the arbitrator and served on both parties.  (l)Costs
of Arbitration.  Except as otherwise provided in Section
20(l), each party will bear its own costs and attorneys fees in any
arbitration proceeding and one-half of the arbitrators and any separate
arbitration and/or reporting fees.  (m)Severability
and Reformation.  Employee and the Company acknowledge that
the law is evolving as it relates to final and binding arbitration of disputes
arising out of employment relationships, and particularly disputes arising
under federal and state laws, and therefore all of the provisions of this
Section 20 shall be subject to Section 18 of this Agreement.  This letter agreement may
be modified or amended only by a written agreement, signed by the Company and
by you.   Signed:
  
  
  Signed:/s/ Ralph Quinsey
  November 26, 2002
  
  /s/ Raymond A. Link
  November 26, 2002Ralph
  Quinsey
  Date
  
  Raymond
  A. Link
  DatePresident
  and Chief Executive Officer   6