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EXHIBIT 4.2    
  


 
 
 

TRIQUINT SEMICONDUCTOR, INC.    
    
    1998 EMPLOYEE STOCK PURCHASE PLAN    
    
    (AS AMENDED AND RESTATED EFFECTIVE MAY 2001)    
  


    The following constitute the provisions of the 1998 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
Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an "Employee Stock
Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a
manner consistent with the requirements of that section of the Code. 


    2.  Definitions.  



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


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


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


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


    (e) "Compensation" shall mean all base straight time gross earnings, but exclusive of payments for overtime, sales
commissions, shift premium, incentive compensation, incentive payments, bonuses, and other compensation. Notwithstanding the above, for Offering Periods commencing on or after June 1, 2000,
Compensation shall include payments for overtime and sales commissions. 


    (f)  "Designated Subsidiaries" shall mean the Subsidiaries which have been designated by the Board from time to time in
its sole discretion as eligible to participate in the Plan. 


    (g) "Employee" shall mean any individual who is an employee of the Company for purposes of tax withholding under the
Code whose customary employment with the Company or any Designated Subsidiary is at least twenty (20) hours per week and more than five (5) months in any calendar year. For purposes of
the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company. Where the period of leave exceeds
90 days and the individuals right to reemployment is not guaranteed either by statute or by contract, the employment relationship will be deemed to have terminated on the 91st day of such
leave. 


    (h) "Enrollment Date" shall mean the first day of each Offering Period. 


    (i)  "Exercise Date" shall mean the last day of each Purchase Period. 


    (j)  "Fair Market Value" shall mean, as of any date, 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 National Market or The Nasdaq
SmallCap 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 last market trading day on the date of such determination, as reported in The Wall Street Journal or such other source as the Administrator
deems reliable, or; 







 



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


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




    (k) "Offering Period" shall mean the periods of approximately twenty-four (24) months during which an
option granted pursuant to the Plan may be exercised, commencing on the first Trading Day on or after December 1 and June 1 of each year and terminating on the last Trading Day in the
periods ending twenty-four months later. The duration and timing of Offering Periods may be changed pursuant to Section 4 of this Plan. 


    (l)  "Plan" shall mean this 1998 Employee Stock Purchase Plan. 


    (m) "Purchase Price" shall mean an amount equal to 85% of the Fair Market Value of a share of Common Stock on the
Enrollment Date or on the Exercise Date, whichever is lower. 


    (n) "Purchase Period" shall mean the approximately six month period commencing after one Exercise Date and ending with
the next Exercise Date, except that the first Purchase Period of any Offering Period shall commence on the Enrollment Date and end with the next Exercise Date. 


    (o) "Reserves" shall mean the number of shares of Common Stock covered by each option under the Plan which have not yet
been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan but not yet placed under option. 



    (p) "Subsidiary" shall mean a corporation, domestic or foreign, of which not less than 50% of the voting shares are held
by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary. 


    (q) "Trading Day" shall mean a day on which national stock exchanges and the National Association of Securities Dealers
Automated Quotation (NASDAQ) System are open for trading. 




    3.  Eligibility.  



    (a) Any
Employee who shall be employed by the Company on a given Enrollment Date shall be eligible to participate in the Plan. 


    (b) Any
provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan (i) to the extent, immediately after the
grant, such Employee (or any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own capital stock 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 Subsidiary, or
(ii) to the extent his or her rights to purchase stock under all employee stock purchase plans of the Company and its subsidiaries to accrue at a rate which exceeds Twenty-Five
Thousand Dollars ($25,000) worth of stock (determined at the fair market value of the shares 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 shall be implemented by consecutive, overlapping Offering Periods with a
new Offering Period commencing on the first Trading Day on or after December 1 and June 1 each year, or on such other date as the Board shall determine, and continuing thereafter until
terminated in accordance with Section 20 hereof The Board shall 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 at least fifteen (15) days prior to the scheduled beginning of the first Offering Period to be affected thereafter. 


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    5.  Participation.  



    (a) An
eligible Employee may become a participant in the Plan by completing a subscription agreement authorizing payroll deductions in the form of Exhibit A to
this Plan and filing it with the Company's payroll office at least five (5) business days prior to the applicable Enrollment Date, unless a later time for filing the subscription agreement is
set by the Board for all eligible Employees with respect to a given offering Period. 


    (b) Payroll
deductions for a participant shall commence on the first payroll following the Enrollment Date and shall end on the last payroll in the Offering Period to
which such authorization is applicable, unless sooner terminated by the participant as provided in Section 10 hereof. 




    6.  Payroll Deductions.  



    (a) At
the time a participant files his or her subscription agreement, he or she shall 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, and the aggregate of such payroll deductions during the
Offering Period shall not exceed fifteen percent (15%) of the participant's Compensation during said Offering Period. Moreover, a participant's aggregate payroll deductions under two or more Plan
offering periods that are overlapping may not exceed fifteen percent (15%) of the participant's Compensation. 


    (b) All
payroll deductions made for a participant shall 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. 


    (c) A
participant may discontinue his or her participation in the Plan as provided in Section 10 hereof, or may increase or decrease the rate of his or her
payroll deductions during the Offering Period by completing or filing with the Company a new subscription agreement authorizing a change in payroll deduction rate. The Board may, in its discretion,
limit the number of participation rate changes during any Offering Period. The change in rate shall be effective with the first full payroll period following five (5) business days after the
Company's receipt of the new subscription agreement unless the Company elects to process a given change in participation more quickly. A participant's subscription agreement shall remain in effect for
successive offering Periods unless terminated as provided in Section 10 hereof. 


    (d) Notwithstanding
the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) hereof, a
participant's payroll deductions may be decreased to 0% at such time during any Purchase Period which is scheduled to end during the current calendar year (the "Current Purchase Period") that the
aggregate of all payroll deductions which were previously used to purchase stock under the Plan in a prior offering period or Purchase Period which ended during that calendar year plus all payroll
deductions accumulated with respect to the Current Offering Period equal $21,250. Payroll deductions shall recommence at the rate provided in such participant's subscription agreement at the beginning
of the first Purchase Period which is scheduled to end in the following calendar year, unless terminated by the participant as provided in Section 10 hereof. 



    (e) At
the time the option is exercised, in whole or in part, or at the time some or all of the Company's Common Stock issued under the Plan is disposed of, the
participant must make adequate provision for the Company's federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common
Stock. At any time, the Company may, but will not be obligated to, withhold from the participant's compensation the amount necessary for the Company to meet applicable withholding obligations,
including any 



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withholding required to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by the Employee. 




    7.  Grant of Option.  On the Enrollment Date of each Offering Period, each eligible Employee
participating in such Offering Period shall be granted an option to purchase on the Exercise Date of such Offering Period (at the applicable Purchase Price) up to a number of shares of the Company's
Common Stock determined by dividing such Employee's payroll deductions accumulated prior to such Exercise Date and retained in the Participants account as of the Exercise Date by the applicable
Purchase Price; provided that in no event shall an Employee be permitted to purchase during each Purchase Period more than forty-five thousand (45,000) Shares (subject to any adjustment
pursuant to Section 18), and provided further that such purchase shall be subject to the limitations set forth in Sections 3(b) and 12 hereof. Exercise of the option shall occur as
provided in Section 8 hereof, unless the participant has withdrawn pursuant to Section 10 hereof, and the option shall expire on the last day of the Offering Period. 


    8.  Exercise of Option.  Unless a participant withdraws from the Plan as provided in Section 10
hereof, his or her option for the purchase of shares will be exercised automatically on the Exercise Date, and the maximum number of full shares subject to option shall be purchased for such
participant at the applicable Purchase Price with the accumulated payroll deductions in his or her account. No fractional shares will be purchased; any payroll deductions accumulated in a
participant's account which are not sufficient to purchase a full share shall be retained in the participant's account for the subsequent Purchase Period or Offering Period, subject to earlier
withdrawal by the participant as provided in Section 10 hereof. Any other monies left over in a participant's account after the Exercise Date shall 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. 


    9.  Delivery.  As promptly as practicable after each Exercise Date on which a purchase of shares occurs,
the Company shall arrange the delivery to each participant, as appropriate, of a certificate representing the shares purchased upon exercise of his or her option. 


    10.  Withdrawal; Termination of Employment.  



    (a) A
participant may withdraw all but not less than all the payroll deductions credited to his or her account and not yet used to exercise his or her option under the
Plan at any time by giving written notice to the Company in the form of Exhibit B to this Plan. All of the participant's payroll deductions credited to his or her account will be paid to such
participant promptly after receipt of notice of withdrawal and such participant's option for the Offering Period will be automatically terminated, and no further payroll deductions for the purchase of
shares will be made during the Offering Period. If a participant withdraws from an Offering Period, payroll deductions will not resume at the beginning of the succeeding Offering Period unless the
participant delivers to the Company a new subscription agreement. 


    (b) Upon
a participant's ceasing to be an Employee (as defined in Section 2(g) hereof), for any reason, including by virtue of him or her having failed to
remain scheduled as an Employee of the Company for at least twenty (20) hours per week during an Offering Period in which the Employee is a participant, he or she will be deemed to have elected
to withdraw from the Plan and the payroll deductions credited to such participant's account during the Offering Period but not yet used to exercise the option will be returned to such participant or,
in the case of his or her death, to the person or persons entitled thereto under Section 14 hereof, and such participant's option will be automatically terminated. 


    (c) 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 



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in succeeding Offering Periods which commence after the termination of the offering Period from which the participant withdraws. 




    11.  Interest.  No interest shall accrue on the payroll deductions of a participant in the Plan. 


    12.  Stock.  



    (a) Subject
to any adjustment upon changes in capitalization of the Company as provided in Section 18 hereof, the maximum number of shares of the Company's
Common Stock which shall be made available for sale under the Plan shall be 2,400,000 shares, plus an annual increase to be added on May 1 (beginning in 1999) of each year equal to the lesser
of (i) the number of shares of Common Stock needed to restore the maximum aggregate number of shares of Common Stock which may be optioned and sold under the Plan to 2,400,000 shares or
(ii) a lesser amount determined by the Board. If on a given Exercise Date the number of shares with respect to which options are to be exercised exceeds the number of shares then available
under the Plan, the Company shall make a pro rata allocation of the shares remaining available for purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable. 


    (b) The
participant will have no interest or voting right in shares covered by his option until such option has been exercised. 



    (c) Shares
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. 




    13.  Administration.  The Plan shall be administered by the Board or a committee of members of the Board
appointed by the Board. The Board or its committee shall 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 Board or its committee shall, to the full extent permitted by law, be final and binding upon
all parties. 


    14.  Designation of Beneficiary.  



    (a) A
participant may file a written designation of a beneficiary who is to receive any shares 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, a participant may
file a written designation of 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 shall be required for such designation to be effective. 


    (b) Such
designation of beneficiary may be changed by the participant at any time by written notice. 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 shall 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. 




    15.  Transferability.  Neither payroll deductions credited to a participant's account nor any rights with
regard to the exercise of an option or to receive shares 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 14 hereof) by the participant. Any such attempt at assignment, 


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transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds from an Offering Period in accordance with Section 10
hereof. 


    16.  Use of Funds.  All payroll deductions received or held by the Company under the Plan may be used by
the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions. 



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


    18.  Adjustments Upon Changes in Capitalization.  



    (a)  Changes in Capitalization.  Subject to any required action by the stockholders of the Company, the
maximum number of shares each participant may purchase each Purchase Period (pursuant to Section 7), as well as the Reserves and the price per share of Common Stock covered by each option under
the Plan which has not yet been exercised shall be proportionately adjusted for any 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 increase or decrease in the number of 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 Board, 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 option. 


    (b)  Dissolution or Liquidation.  In the event of the proposed dissolution or liquidation of the Company,
the Offering Periods will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. 


    (c)  Merger or Asset Sale.  In the event of a proposed sale of all or substantially all of the assets of
the Company, or the merger of the Company with or into another corporation, each option under the Plan shall be assumed or an equivalent option shall be substituted by such successor corporation or a
parent or subsidiary of such successor corporation, unless the Board determines, in the exercise of its sole discretion and in lieu of such assumption or substitution, to shorten the Purchase Periods
and Offering Periods then in progress by setting a new Exercise Date (the "New Exercise Date") or to cancel each outstanding right to purchase and refund all sums collected from participants during
the Offering Periods then in progress. If the Board shortens the Purchase Periods and Offering Periods then in progress in lieu of assumption or substitution in the event of a merger or sale of
assets, the Board shall notify each participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for his option has been changed to the New
Exercise Date and that his option will be exercised automatically on the New Exercise Date, unless prior to such date he has withdrawn from the offering Period as provided in Section 10 hereof.
For purposes of this paragraph, an option granted under the Plan shall be deemed to be assumed if, following the sale of assets or merger, the option confers the right to purchase, for each share of
option stock subject to the option immediately prior to the sale of assets or merger, the consideration (whether stock, cash or other securities or property) received in the sale of assets or merger
by holders of Common Stock for each share of Common Stock held on the effective date of the transaction (and if such holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if such consideration received in the sale of assets or 



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merger was not solely common stock of the successor corporation or its parent (as defined in Section 424(e) of the Code), the Board may, with the consent of the successor corporation and
the participant, provide for the consideration to be received upon exercise of the option 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 and the sale of assets or merger. 




    The
Board may, if it so determines in the exercise of its sole discretion, also make provision for adjusting the Reserves, as well as the price per share of Common Stock covered by
each outstanding option, in the event the Company effects one or more reorganizations, recapitalization, rights offerings or other increases or reductions of shares of its outstanding Common Stock,
and in the event of the Company being consolidated with or merged into any other corporation. 


    19.  Amendment or Termination.  



    (a) The
Board of Directors of the Company may at any time and for any reason terminate or amend the Plan. Except as provided in Section 18 hereof, no such
termination can affect options previously granted, provided that an Offering Period may be terminated by the Board of Directors on any Exercise Date if the Board determines that the termination of the
Plan is in the best interests of the Company and its stockholders. Except as provided in Section 18 hereof, no amendment may make any change in any option theretofore granted which adversely
affects the rights of any participant. To the extent necessary to comply with Section 423 of the Code (or any successor rule or provision or any other applicable law, regulation or stock
exchange rule), the Company shall obtain stockholder approval in such a manner and to such a degree as required. 


    (b) Without
stockholder consent and without regard to whether any participant rights may be considered to have been "adversely affected," the Board (or its committee)
shall be entitled to change the Offering Periods, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding 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 Board (or its committee) determines in its sole discretion advisable which are consistent with the Plan. 




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


    21.  Conditions Upon Issuance of Shares.  Shares shall not be issued with respect to an option unless the
exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, 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 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. 


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    22.  Term of Plan.  The Plan shall become effective upon the earlier to occur of its adoption by the
Board of Directors or its approval by the stockholders of the Company. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 19 hereof. 


    23.  Automatic Transfer to Low Price Offering Period.  To the extent permitted by any applicable laws,
regulations, or stock exchange rules 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
Enrollment Date of such Offering Period, then all participants in such Offering Period shall 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 as of the first day thereof. 


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EXHIBIT A    
    


 
 
  TRIQUINT SEMICONDUCTOR, INC.    
    
    1998 EMPLOYEE STOCK PURCHASE PLAN    
    
    SUBSCRIPTION AGREEMENT    
  



	  
	 	New Application	 	Enrollment Date:	 	  

	




	
 	

Change in Payroll Deduction Rate
	

  
	
 	

Change of Beneficiary(ies)






    1.  I
hereby authorize payroll deductions from each paycheck in the amount of      % of my Compensation on each payday (not to exceed 15% under all offering
periods of all employee stock purchase plans of the Company) during the Offering Period in accordance with the Employee Stock Purchase Plan. (Please note that no fractional percentages are permitted.) 


    2.  I
understand that said payroll deductions shall be accumulated for the purchase of shares of Common Stock at the applicable Purchase Price determined in accordance
with the Employee Stock Purchase Plan. I understand that if I do not withdraw from an Offering Period, any accumulated payroll deductions will be used to automatically exercise my option. 



    3.  I
have received a copy of the complete "TriQuint Semiconductor, Inc. 1998 Employee Stock Purchase Plan." I understand that my participation in the Employee
Stock Purchase Plan is in all respects subject to the terms of the Plan. 


    4.  Shares
purchased for me under the Employee Stock Purchase Plan should be issued in the name(s) of (Employee or Employee and Spouse Only):










    5.  I
understand that if I dispose of any shares received by me pursuant to the Plan within 2 years after the Enrollment Date (the first day of the Offering
Period during which I purchased such shares) or one year after the Exercise Date, I will be treated for federal income tax purposes as having received ordinary income at the time of such disposition
in an amount equal to the excess of the fair market value of the shares at the time such shares were purchased by me over the price which I paid for the shares. I hereby agree
to notify the Company in writing within 30 days after the date of any disposition of my shares and I will make adequate provision for Federal, state or other tax withholding obligations, if
any, which arise upon the disposition of the Common Stock. The Company may, but will not be obligated to, withhold from my compensation the amount necessary to meet any
applicable withholding obligation including any withholding necessary to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by me.
If I dispose of such shares at any time after the expiration of the 2-year and 1-year holding periods, I understand that I will be treated for federal income tax purposes as
having received income only at the time of such disposition, and that such income will be taxed as ordinary income only to the extent of an amount equal to the lesser of (1) the excess of the
fair market value of the shares at the time of such disposition over the purchase price which I paid for the shares, or (2) 15% of the fair market value of the shares on the first day of the
Offering Period. The remainder of the gain, if any, recognized on such disposition will be taxed as capital gain. 



    6.  I
hereby agree to be bound by the terms of the Employee Stock Purchase Plan. The effectiveness of this Subscription Agreement is dependent upon my eligibility to
participate in the Employee Stock Purchase Plan. 





 


    7.  In the event of my death, I hereby designate the following as my beneficiary(ies) to receive all payments and shares due me under the Employee Stock Purchase Plan: 



	 	NAME: (Please print)	 	  
 (First)(Middle)(Last)







	 	

Relationship	
 	

  






	 	

Address	
 	

  






	 	



NAME: (Please print)	

 	



  
 (First)(Middle)(Last)







	 	

Relationship	
 	

  






	 	

(Address)	
 	

  





A–2







    I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME. 



	 	Dated:	 	  






	 	

Signature of Employee	
 	

  






	 	

Spouses Signature (If beneficiary other than spouse)	
 	

  






	 	

Employee's Social Security Number:	
 	

  






	 	

Employee's Address:	
 	

  










 
 

EXHIBIT B    
    


 
 
  TRIQUINT SEMICONDUCTOR, INC.    
    
    1998 EMPLOYEE STOCK PURCHASE PLAN    
    
    NOTICE OF WITHDRAWAL    
  


    The undersigned participant in the Offering Period of the TriQuint Semiconductor, Inc. 1998 Employee Stock Purchase Plan which began on
            20      (the "Enrollment Date") hereby notifies the Company that or she hereby withdraws from the Offering Period. He or she hereby directs the
Company to pay to the
undersigned as promptly as practicable all the payroll deductions credited to his or her account with respect to such Offering Period. The undersigned understands and agrees that his or her option for
such Offering Period will be automatically terminated. The undersigned understands further that no further payroll deductions will be made for the purchase of shares in the current Offering Period and
the undersigned shall be eligible to participate in succeeding Offering Periods only by delivering to the Company a new Subscription Agreement. 



	Name and Address of Participant:
	

 	
 	

  
  
  

	

Signature:	
 	

 
	

 	
 	

  

	

Date:	
 	

  













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EXHIBIT 4.2


1998 EMPLOYEE STOCK PURCHASE PLAN



EXHIBIT A


1998 EMPLOYEE STOCK PURCHASE PLAN SUBSCRIPTION AGREEMENT



EXHIBIT B


1998 EMPLOYEE STOCK PURCHASE PLAN NOTICE OF WITHDRAWAL